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HomeMy WebLinkAboutContracts & Agreements_107-2013_CCv0001.pdf ALLIANCE RESOURCE CONSULTING LLC THE POWFR OF PARTNfRSHIP 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 follows:the Human Resources and Risk Management Director 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 background 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 previously submitted on June 3,2013,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 5I,000 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$6,500(six thousand five hundred 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 Human Resources and Risk Management Director, 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. 8. 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 June 17,2013, 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. Page 2 of 6 11. Termination. This Agreement may be terminated: (a)by either party 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 will be due. If a cancellation occurs thereafter,the fee beyond the first one-third will be prorated based upon the number of calendar days which have elapsed. If a cancellation occurs after 90 days, all professional fees will be due in full. 12. Insurance. The Consultant shall maintain in force during the term of this Agreement,General Liability Insurance including Personal Injury;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 Employer's Liability. Consultant shall secure and maintain Workers' Compensation and Employer's Liability insurance in accordance with the laws of the State of California. Comprehensive General Liability Insurance.Consultant shall secure and maintain 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. 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. Page 3 of 6 13. Client Responsibilities.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 decisions/deadlines 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. 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 hereunder 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. Page 4 of 6 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 Page 5 of 6 APPROVED: Dated: June 12,2013 Alliance Resource Consulting, LLC By 4$7 Title Manage 400 Oceangate,Suite 510 Long Beach, CA,90802 Dated: u n e 2013 City of Redlands, CA By V'- Tina T.Kundig Title Finance Director Address: 35 Cajon Street,PQ Box 3005 Redlancls, CA 92373 -1 A ATTEST: Sam Irwin, CitNy/-%11)--rk Page 6 of 6