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HomeMy WebLinkAboutContracts & Agreements_144-2019 AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of City Manager executive search services ("Agreement") is made and entered in this 19th day of July, 2019 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City,") and Ralph Andersen & Associates(`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 1 —ENGAGEMENT OF CONSULTANT 1 1 City hereby engages Consultant to provide executive search services, for the position of City Manager, for City(the"Services") 1 2 The Services shall be performed by Consultant in a professional manner, 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 2 1 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 2 2 Consultant shall comply with applicable tederal, state and local Iaws and regulations in the performance of this Agreement ARTICLE 3—RESPONSIBILITIES OF CITY 3 1 At Consultant's request City shall make available to Consultant information in its possession that may reasonably assist Consultant in performing the Services 3 2 City designates Janice McConnell, Assistant City Manager, as City's representative with respect to Consultant's 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 manner in accordance with the schedule set forth in Exhibit"B," entitled "Project Schedule," which is attached hereto and incorporated herein by reference 4 2 Consultant shall complete the Services by December 31, 2019, unless the Services are terminated earlier as permitted herein 1 L lealdim\Agreements\Raiph Andersen&Associates Agreement.PS I I docpn 4 3 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 Total compensation for Consultant's performance of the Services shall be in the amount of twenty eight thousand seven hundred fifty dollars ($28,750) City shall pay Consultant in accordance with Exhibit"C," entitled "Project Cost,"attached hereto and incorporated herein by reference 5 2 Consultant shall submit four installment payments to City in accordance with Exhibit "C" 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 this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date of delivery in person, (li) 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, or (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, or such other address as a Party may provide notice in accordance with this section. City Consultant City Clerk Heather Renschler,President/CEO City of Redlands Ralph Andersen &Associates 35 Cajon Street 5800 Stanford Ranch Road)S- e 4--1 l 0 P 0 Box 3005 (mailing) Rocklin, CA 95765 Redlands, CA 92373 heather a ralphandersen corn (916) 630-4900 ARTICLE 6—INSURANCE AND INDEMNIFICATION 6 I 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 (30) days prior written notice to City 2 L icaldjmlAgrecmentslitalph Andersen&Associates Agreement.PS I i.doc.in A Workers' 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 commencement of the Services B Comprehensive General Liability insurance with earners 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 Business Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) pei 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 employee 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 D Consultant is expressly prohibited from assigning or subcontracting any of the Services without the prior written consent of City In the event of mutual agreement by the Parties to assign or subcontract a portion of the Services, Consultant shall add such assignee or subcontractor as an additional insured to the insurance policies required hereby and provide City with the insurance endorsements prior to any Services being performed by the assignee or subcontractor 6 2 Consultant shall defend, indemnify and hold harmless City 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 of damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Consultant, or its officers, employees and agents in performing the Services ARTICLE 7—CONFLICTS OF INTEREST 7 1 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 or 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 7 2 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant 3 L.\ea\dim\Agrcements\Ratpii Andersen&Associates Agreement.PS I I doe.in A Does not make a governmental decision whether to. (1) approve a rate, rule or regulation, or adopt or enforce a City law, (II) issue, deny, suspend or revoke any City permit, license, application, certification,approval,order or similai authorization or entitlement, (in) authorize City to entei into,modify or ienew a contract, (iv) grant City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract, (v) grant City approval to a plan,design, report, study or similar item, (vi) adopt, or grant City approval of, policies, standards or guidelines for City of 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 7 3 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 8—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 for the use of in-house counsel by a Party 8 2 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 Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City,results in City's immediate termination of this Agreement 8 3 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 or 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 4 1 IcaldjmlAgreementsIRalph Andersen&Associates Agreement PS 1 1 doe In 8 4 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 foi anticipated profit or 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 other 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 teuuination 8 5 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 8 6 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 or 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 8 7 This Agreement shall be governed by and construed in accordance with the laws of the State of California 8 8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invand, 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 sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement 5 L lea\djmlAgreements\Ralph Andersen&Associates Agreement.PS 1 1 doc.in IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement CITY OF RED ANDS RALPH ANDERSEN & ASSOCIATES By ` ` 1166'i/0i-4- By . Janice cConnell, Heather Renschlet,President/CEO ss' ant City Manager Attest - iC>)e)f-Rad0-'-- a e Donaldson, City Clerk 6 L 1caldjm\Agreements\Ralph Andersen&Associates Agreement.PS 1 1 doc.jn EXHIBIT "A" SCOPE OF SERVICES Approach and Methodology Our Understanding of the Assignment With the departure of the City Manager, the City desires assistance in the identification and recruitment of a highly qualified group of candidates for the position of City Manager Ralph Andersen & Associates requests to the City that it has professional experience to clearly assess the City's needs and formulate a strategy to deliver quality results Ralph Andersen & Associates believes that gaining a complete understanding of our client's specific objectives and priorities is essential prior to launching any search assignment This process includes the identification and incorporation of a variety of important details such as the candidate's desired skills and experience as well as the critical soft skills related to temperament, personality, management philosophy, and othei factors that will ultimately determine the candidate's fit with the organization We will begin the search by working closely with your leadership, stakeholders, staff, and,when appropriate, your community to ensure a complete picture of the desired candidate pool is developed Our team-oriented approach matched with this 360-degree perspective means we ensure that a complete understanding of the organization's mission and culture translates into those specific traits and characteristics necessary to ensure the selected candidate is successful in the position We anticipate the City will expect aggressive, personalized outreach to identify a diverse and highly qualified applicant pool and a selection process that includes comprehensive candidate reports based on thorough reference and background checks We will begin with fully detailed profiles of the desired candidate's characteristics and build a recruitment strategy that is tailored to meet the City's specific needs The resulting outreach and advertising campaign will incorporate the extensive use of personal outreach to recruit a diverse and highly qualified group of candidates Our Approach to the Recruitment Process The successful search process relies heavily on person-to-person contact to identify outstanding potential candidates and, in the evaluation phase, to gain a complete understanding of the background, experience, and management style of the top candidates Our approach includes • Extensive personal outreach, in-person and via telephone,to qualified candidates within California,the Western Region, and the nation • A marketing strategy that uses selected advertising to supplement the extensive candidate identification process using the Internet and using the firm's vast network of professional contacts 7 L lcald}mlAgreements\Ralph Andersen&Associates Aglreement,PS 1 !doc.in • A screening process that narrows the field of candidates to those who most closely match the needs of the City and is based on preliminary research and telephone interviews with the top candidates • Delivering a product in the form of a search report that recommends the top group of candidates and provides the City Council with detailed information about their backgrounds and experiences • Assistance during the final interview and the selection process that will be held in closed session • Being available as needed to assist with the negotiation and development of an employment agreement during the final stages of the process Search Work Plan We approach this search with a sense of excitement and urgency and we always "hit the ground running " That means that when the City gives us notice to proceed, we kickoff the process immediately-working closely with the City Council, and others as requested, to identify the key characteristics and professional experience desired in the candidate pool We believe strongly in providing timely client communications and, while we will deliver regular status reports at each stage of the search, our consultants pride themselves in being highly accessible and responsive to all client requests and Inquiries Task 1-Review Project Management Approach Mr Ewell, Project Director, will meet with the Mayor and City Council and others, as appropriate, to discuss the project management for the search The discussion will include a review of the work plan,confirmation of timing,and communication methods Task 2 -Develop Position Profile The position profile for the City Manager is the guide for the entire search process The development of the profile includes the collection of technical information and recruitment criteria Technical Information Mr Ewell will meet with the Mayor and City Council and others, as appropriate, to gain an understanding of the experience and professional background requirements desired in the City Manager Oftentimes, key staff, community leaders, and other stakeholders are interviewed to help create a broader understanding of the unique aspects of the position These meetings will also help the Mr Ewell gain an understanding of the work environment and the issues facing the City of Redlands Recruitment Criteria The recruitment criteria are those personal and professional characteristics and experiences desired in the City Manager The criteria should reflect the goals and priorities of the Mayor and City Council Mr Ewell will meet with key staff in the City and others, as appropriate,to facilitate the identification and articulation of that criteria Optional Services -1 he City may desire obtaining input from the Community on the qualities they would like to see in the new City Manager To facilitate Community input, 8 L lcaldjtnlAgreements\Raiph Andersen&Associates Agreement,PS I I doe jn the Mr Ewell can conduct a public meeting as well as offer the ability to submit comments through an on-line survey instrument Additionally, our process can allow for email comments to Ralph Andersen & Associates relative to the desired qualities in the next City Manager Subsequent to the development and adoption of the candidate profile, the technical information and recruitment criteria will be documented in an information brochure prepared by the Project Director The brochure will be reviewed by the City in draft format, revised as appropriate, and published for use throughout the search Task 3 -Outreach and Recruiting This task is among the most important of the entire search It is the focus of the activities of the Project Director and includes specific outreach and recruiting activities briefly described below Outreach An accelerated outreach and advertising campaign will be developed It will include the placement of ads in publications such as the National League of Cities, Western Cities, International City/County Management Association (ICMA), and other professional resources Specific Internet sites related to government will be used as a method of extending the specific outreach in a short period of time Additionally, the advertisement and the full text of the position profile (the recruitment brochure)will be placed on Ralph Andersen & Associates' website, which is accessed by a large number of qualified candidates This method of outreach to potential applicants provides a confidential source that is monitored by many key level executives on an on- going basis Candidate Identification Ralph Andersen&Associates will use its extensive contacts to focus the recruiting effort In making these contacts, the Project Director will target those individuals who meet the criteria set by the City Each of the candidates identified through the recruiting efforts will be sent an information brochure Candidates will also be contacted directly to discuss the position and to solicit their interest in being considered Both the outreach and recruiting activities will result in applications and resumes from interested candidates As they are received, resumes will be acknowledged and candidates will be advised of the general timing of the search process The fallowing tasks involve the actual selection process,once all resumes have been received Task 4-Candidate Evaluation This task will be conducted following the application closing date It includes the following specific activities 9 1.1ca\dim\Agreements\Raiph Andersen&Associates Agreement.PS 1 1 doc.in Screening AU of the applications will be carefully reviewed Those that meet the recruitment criteria and minimum qualifications will be identified and subject to a more detailed evaluation This evaluation will include consideration of such factors as professional expei ience and size and complexity of the candidate's current organization as compared to the candidate profile PI eliminary Research and Internet Review The research staff of Ralph Andersen & Associates, under the direction of the Assistant City Manager, will conduct preliminary research and Internet review for those candidates identified as the most qualified as a result of the screening process This level of research will be done on a limited number of candidates to learn more about each candidate's public profile and related information that is available on the Internet Preliminary Interviews The Mr Ewell will conduct preliminary interviews with the top group of candidates identified through the screening and preliminary research and Internet review processes The interviews are extensive and designed to gain additional information about the candidates' experience, management style, and "fit" with the recruitment criteria Interviews will be conducted using video technology or via telephone No consultant travel for preliminary in-person interviews has been included in this proposal The screening portion of the candidate evaluation process typically reduces a field of applicants to approximately five to ten individuals Those individuals will be reviewed with the Mayor and City Council prior to proceeding with the individual interviews Task 5-Search Report After completing Task 4, Mr Ewell will meet with the Mayor and City Council, or others as appropriate, to review the search report on the top candidates The report divides all of the candidates into four groups including I) the top group of candidates that are recommended to be interviewed in-person by the City, 2) a backup group to the first group, 3) no further consideration group, and 4) lacks minimum qualifications The search report will include candidate resumes The results of preliminary research and Internet reviews and interviews will be reviewed with the Mayor and City Council The results of the Search Report will be a confirmed group of finalist candidates (typically 4 to 5)that the Mayor and City Council will interview in-person Task 6 -Selection The final selection process will vary depending upon the desires of the Mayor and City Council Typical services provided by Ralph Andersen& Associates in the selection process are described briefly below • Mr Ewell will coordinate the selection process for the finalist group of candidates This includes handling the logistical matters with candidates and with the Mayor and City Council 10 L 1caldjmlAgreements\Raiph Andersen&Associates Areement.PS i 1 doc.in • Ralph Andersen &Associates will prepare an interview booklet that includes the resumes and candidate report (with interview comments,preliminary research, and other relevant information about the candidates) In addition, the booklet will contain suggested questions and areas for discussion based upon the recruitment criteria Copies of the interview booklet will be provided in advance of the candidate interviews • MI Ewell will attend the interviews to assist the Mayor and City Council through the selection process This assistance will include an initial orientation, candidate introductions, and facilitation of discussion of candidates after all interviews have been completed • Additionally, verifications will be made on the top two candidates and will include education verifications, Department of Motor Vehicle check, and credit check Due to "Ban the Box" legislation, criminal checks are only permissible when a contingent offer of employment is made The results of these verifications will be discussed with the City at the appropriate time • Reference checks will only be conducted on the top two candidates For each top candidate, former co-workers and supervisors will be identified and contacted The results of these reference checks will be discussed with the City at the appropriate time Should the City require additional reference checks on more than the top two candidates, an additional fee will be added. • As needed,Mr Ewell is available to provide assistance to the Mayor and City Council in the final selection as may be desired. This assistance may include providing or obtaining any additional information desired to assist in making the final selection decision Task 7-Negotiation Mr Ewell is available to assist the Mayor and City Council in negotiating a compensation package with the selected candidate This may include recommendations on setting compensation levels Additionally, Ralph Andersen & Associates will prepare a draft employment agreement and work with the Mayor and City Council on the finalization of this document As required by the Brown Act, the employment agreement for the new City Manager will be required to be approved and voted on in a public meeting at a regularly scheduled City Council meeting Task 8- Close Out After the Mayo' and City Council has reached agreement with the individual selected for the position, the Mr Ewell will close out the search These activities will include advising all of the finalist candidates of the status of the search by telephone 11 L IcaldjmlAgeementstRalph Andersen&Associates Agreement.PS I 1 docin EXHIBIT "B" PROJECT SCHEDULE Ralph Andersen&Associates will complete the search within 75 to 90 days from the execution of the agreement to the presentation of candidates A brief overview of the recruitment schedule is presented on below(schedule does not include transition time by Selected Candidate to join the City Month 1 Month 2 Month 3 Month 4 1 2 3 4 l 2 3 4 1 2 3 4 1 2 3 4 Search firm selected Consultant evaluates Organization,position criteria established Candidates identified and screened Consultants interviews and conducts preliminary research Consultant recommends candidates,client selects finalists for interview Client candidate interviews Preferred candidates selected,negotiations City Manager hired .1111M� New City Manager begins 12 L\ea\dim IAgreements\Ralph Andersen&Associates Agreement.PS 1 1 doc jn EXHIBIT "C" PROJECT COST The recruitment effort foi a new City Manager will he a comprehensive search process giving the City the ability to select from a board filed of qualified candidates The fee to pei foi FA this search will be a fixed fee of$28,750 for professional services and all related expenses This pricing structure reflects a professional courtesy discount to the City of Redlands of$2,750 from the standard fixed fee of$31,500 Expenses included in the fixed fee include such items as advertising, consultant trips (as needed, anticipated to be not more than four day-trips to the City), clerical, graphic design, research, printing and binding,postage and delivery, and long-distance telephone charges This pricing structure assumes the following • Verifications and Backgrounds on the top two candidates including reference checks Should the City desire to conduct verifications on more than two candidates, professional costs and expenses will be billed in addition to the above stated amount • Brochures—A full color brochure similar to the submitted sample will be developed for the City of Redlands All pictures will be the responsibility of the City Optional Services (Community Meetine/Survey) — Should the City choose to conduct the Optional Community Meeting, the cost would be an additional $2,500 plus expenses The City would pay the full cost foi any public announcements or advertisements to promote the Community Meetings An Internet survey and summarized results could be conducted for no additional cost Ralph Andersen &Associates will bill the City in four installment payments as follows • Following kick-off and finalization of recruitment brochure-$8,625 • After the closing date-$8,625 • After finalist interviews - $8,625 • Upon placement-$2,875 Progress payments will be due upon receipt The City will be responsible for all candidates expenses related to on-site interviews Standard Hourly Billing Rates As requested in the City's REP, Ralph Andersen & Associates' standard hourly billing rates are provided below • Project Director/Senior Consultant $175/hr • Senior Recruitment Coordinator $801hr • Graphic Designer $75/hr • Researcher $60/hr • Support Services $50/hr 13 L-1ca\djm\Agreements\Raiph Andersen&Associates Agreement.PS 1 I doe jn 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 X 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, 1 shall not employ any person in any mariner 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, RALPH ANDERSEN&ASSOCIATES Date July 18,2019 ,e/LA_Ce,g,-,e/v Heather Renschler,President/CEO 14 L Icaldjm\Agreements\Ralph Andersen&Assoc,ates Agreement,PS I 1 doc,in