HomeMy WebLinkAboutContracts & Agreements_173-2011_CCv0001.pdf ALLIANCE
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PROFESSIONAL SERVICES AGREEMENT
EXECUTIVE SEARCH SERVICES
This Agreement is made by and between the City of Redlands("the Client")and Alliance Resource
Consulting("Consultant").
1. Search Engagement. The Client agrees to engage the Consultant to perform those services described
below,for completion of the project described as fotlows:the Director of Municipal Utilities and
Engineering recruitment("the Search").
2. Services. The Consultant agrees to perform certain services necessary for completion of the Search,
which services shall include the following:
a) Position analysis and preparation of recruitment brochure
b) Place advertisements in appropriate journals and publications
c) Candidate identification and recruitment
d) Resume review and screening
e) Progress report
f) Interviews with and preliminary background checks on leading candidates
g) Final report
h) Finalize back-ground checks on top one to two candidates
i) Assist with interviews and negotiations
A complete description of the services to be provided are contained in a proposal from the
Consultant to the Client submitted on August 10,2011,which is incorporated herein by reference.
3. Relationship. The Consultant is an independent contractor and is not to be considered an agent or
employee of the Client.
4. Compensation. As full compensation for the Consultant's professional services performed
hereunder, the Client shall pay the Consultant the amount of$15,000(fifteen thousand dollars). The
Consultant's fee will be split between four invoices. The first invoice is an "engagement fee" of
51,500 and will be due once the professional services agreement has been signed. The Consultant
will submit three equal monthly invoices for the remaining fees, plus an amount for expenses, due
and payable upon receipt,
5, Expense Reimbursement, The.Consultant shall be entitled to reimbursement for expenses from the
Client such as advertising travel,interviewing, sourcing, support services,background checks and
other related items, as well as allocated costs such as telecommunications,cellular phone,insurance,
postage,and photocopying, Expenses are not to exceed 57,000(seven thousand dollars)for a
statewide search. The Consultant shall provide the Client with a listing of expenses by category of
expense as a part of the billings.
6. Compensation for Additional Services. In the event the Client requires services in addition to those
described in Paragraph 2, the Consultant shall be compensated at a negotiated rate for professional
services,plus reimbursement of expenses. In the event that the Client hires,within one year of
completion of this recruitment project,any candidates identified as a result of Consultant's
recruitment project for any position other than Director of Municipal Utilities and Engineering,the
Client agrees to pay Consultant a negotiated fee as set forth herein for each additional candidate
hired. For purposes of this paragraph, "Candidate" is defined to include any and all individuals
about whom information of any sort was provided by Consultant in writing to the Client in the
course of this recruitment project. The parties hereto agree that the obligations set forth in this
paragraph shall survive the termination of this Agreement.
S. Records Retention
Copies of all hard copy documents associated with the recruitment will be retained for three years
from the anniversary date of the hiring of the candidate. Retention of records beyond three years
must be requested in writing before the conclusion of the recruitment. Records stored beyond three
years will be maintained in an off-site secure storage facility at a cost of$50 per box per year.
Additional costs associated with access, retrieval,delivery,organizing, photocopying,etc.shall be
billed as a separate invoice at a rate of$50 per hour.
9. Method of Payment. Progress payment of the Consultant's professional services fee and expenses
shall be made by the Client upon receipt of billings from the Consultant,as outlined in our proposal.
10. Term. The term of this Agreement shall commence on November 1,2011, at which time the
Consultant shall begin work on the Search and shall continue, subject to the termination provisions
of Paragraph 11,until the date that the Consultant completes the Search. The time of completion of
the Search is estimated to be 100 days from the date of the meeting to develop the Recruitment
Profile.
11. Termination, This Agreement may be terminated: (a)by either partv at any time for failure of the
other party to comply with the terms and conditions of this Agreement; (b)by either party upon 10
days prior written notice to the other party;or(c)upon mutual written agreement of both parties. In
the event of termination,the Consultant shall stop work immediately and shall be entitled to
compensation for professional service fees and for expense reimbursement to the date of termination;
and the Consultant shall provide to the Client all work product completed or in progress at such date
and communicate such recommendations and conclusions to the Client as may have been formed by
such date. If a cancellation occurs within the first 30 days of the assignment, following either verbal
or written authorization to proceed, one-third of the professional fee xvill be due. If a cancellation
occurs thereafter,the fee beyond the first one-third will be prorated based upon the number of
calendar dans which have elapsed. If a cancellation occurs after 90 days, all professional fees will be
due in full.
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12. Insurance. The Consultant shall maintain in force during the term of the Agreement,General
Liability Insurance including Personal Injurv, Professional Liability,Automobile Liability Insurance
(Non-Owned and Hired Liability);and Workers' Compensation Insurance, Insurance 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 required insurance listed below is
obtained by Consultant,Consultant shall provide the Client 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 (30)
days prior written notice to the Client,
Workers'Compensation and EmL)Iovefs Liability.Consultant shall secure and maintain Workers'
Compensation and Employer's Liability insurance throughout the duration of its performance of the
Services in accordance with the laws of the State of California.
Hold Harmless and Indemnification.Consultant shall defend,indemnify and hold harmless the
Client and its elected officials,employees and agents from 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 and negligent act, omission or failure to act by Consultant, its officers,employees and
agents in performing the Services,
Comprehensive General Liability Insurance.Consultant shall secure and maintain in force
throughout the term of this Agreement comprehensive general liability insurance with carriers
acceptable to the Client. Minimum coverage 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.The Client shall be named as an additional insured and the insurance policy shall include
a provision prohibiting modification of coverage limits or cancellation of the policy except upon
thirty(30)days prior written notice to the Client.Such insurance shall be primary and non-
contributing to any insurance or self-insurance maintained by the Client.
Business Auto Liability Insurance.Consultant shall have business auto liability coverage, with
minimum limits of One Million Dollars($1,000,000)per occurrence, combined single limit for 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 employee non-ownership vehicles,The Client shall be named as an additional insured
and such insurance shall be primary and non-contributing to any insurance or self insurance
maintained by the Client.
13. Client Resvonsibilities,The Client shall inform Consultant about matters relevant to the search that
Client wishes to keep confidential (e,g., salary, personnel issues,and other privileged information),-
provide names of people previously interviewed/considered for this position;forward copies of
resumes received;provide feedback to Consultant regarding the information and recommendations
provided by Consultant,-communicate internal decisionst'dead lines that impact the recruitment
process and/or the delivery of work product,- promptly decide upon and follow up in scheduling
interviews with the most promising candidates,and assist in providing information to candidates
that will enable them to make their career decisions.
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14.Candidate Travel. Expenses for candidates who travel to the Client for interviews shall be
reimbursed directly by the Client. Client travel policies shall be provided to the Consultant at the
initial start meeting.
15. Miscellaneous.
a) The entire agreement between the parties with respect to the subject matter hereof is contained in
this Agreement.
b) Neither this Agreement nor any rights or obligations hereunder shall be assigned or delegated by
the Consultant without the prior written consent of the Client.
c) This Agreement shall be modified only by a written agreement duly executed by the Client and
the Consultant.
d) Should any of the provisions hereunder be found to be invalid,void or voidable by a court, the
remaining provisions shall remain in full force and effect.
e) This Agreement shall be governed by and construed in accordance with the laws of the State of
California.
f) All notices required or permitted under this Agreement shall be deemed to have been given if
and when deposited in the United States mail,properly stamped and addressed to the party for
whom intended at such party's address listed below, or when delivered personally to such party.
A party may change its address for notice hereunder by giving written notice to the other party.
SIGNATURES ON FOLLOWING PAGE
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APPROVED:
Dated: November 1,2011 ALLIANCE RESOURCE CONSULTING. LLC
Bv
Title Senior Partner
400 Oceangate, Suite 510
Long Beach,CA,90802
Dated: F . 2011 Citv of Redlands
By `
Tina T. Kundig
Title Finance Director I City Treasurer
35 Cajon Street Suite 30,PO Box 3005
Redlands,CA 92373
ATTEST:
I
Sam Irwin, CiXy Clerk
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