HomeMy WebLinkAboutContracts & Agreements_89-2023AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of Executive Recruitment Services ("Agreement") is
made and entered in this 6th day of June, 2023 ("Effective Date"), by and between the City of
Redlands, a municipal corporation ("City") and Gallagher Benefit Services, Inc., a Delaware
corporation ("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 Recruitment services 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,"
titled "Scope of Services," which is attached hereto and incorporated herein by this
reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the
performance of this Agreement including, but not limited to, any applicable State
prevailing wage laws.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 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 in accordance
with the schedule set forth in Exhibit "B," which is attached hereto and incorporated herein
by reference.
4.2 The term of this Agreement shall be for a period of three (3) years from June 6, 2023
through June 30, 2026 (the "Initial Term"). The City shall have the option to extend the
Initial Term of this Agreement by two (2) additional one-year terms (each, an "Extended
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Term"), on the same terms and conditions, by providing written notice to Consultant at
least thirty (30) days prior to the expiration of the Initial Term or any Extended Term.
4.3 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to 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 not exceed the
amount of one hundred thousand dollars ($100,000) per calendar year. City shall pay
Consultant on a time and materials basis up to the not to exceed amount in accordance with
Exhibit "C," titled ("Fee Schedule Title") which is attached hereto and incorporated herein
by reference.
5.2 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 this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) 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 or electronic mail transmission (including PDF), 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:
City Clerk
City of Redlands
35 Cajon Street
P.O. Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
Phone: (909) 798-7531
CONSULTANT:
Frank Rojas, Recruitment Manager
Gallagher Benefit Services, Inc.
2835 Seventh Street
Berkeley, CA 94710
Frank_Rojas@ajg.com
Phone: 510.495.0448
Fax: None
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ARTICLE 6 — INSURANCE AND INDEMNIFICATION
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. Any cancelled or non -renewed
policy will be replaced with no coverage gap and a current Certificate of Insurance will be
provided to the City.
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,"
titled, "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. Consultant shall secure and maintain professional liability insurance throughout the
term of this Agreement 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 employee non -ownership vehicles.
E. 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 as an additional insured to the insurance policies required hereby and provide
City with the insurance endorsements prior to any Services being performedby the
assignee or subcontractor.
6.2 Consultant shall defend, indemnify and hold harmless City and its elected and appointed
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 any negligent act or omission by, or the willful misconduct of, Consultant,
or its officers, employees and agents in performing the Services. Notwithstanding anything
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to the contrary in this agreement, consultant shall not be liable for any special, indirect,
consequential, lost profits, or punitive damages sustained or incurred in connection with
this agreement, whether or not such damages are foreseeable.
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:
A. Does not make a governmental decision whether to:
(i) 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 similar authorization or entitlement;
(iii) authorize City to enter into, modify or 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 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
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.
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
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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, result 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 any 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 instruments 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.
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 for 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 termination.
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 for 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
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State of California, without regard to its conflicts of laws provisions. The Parties agree that
all actions or proceedings arising in connection with this Agreement shall be tried and
litigated only in the state courts located in San Bernardino County, California, and the
federal courts located in Riverside County, California.
8.8 If one or more of the sentences, clauses, paragraphs or 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 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 RED,ANDS
By:
Eddie Tejeda, Mayor
AT 1'BST:
Donaldson, City Clerk
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GALLAGHER BENEFIT SERVICES, INC.
By:
eorg Krammer, Director
EXHIBIT "A"
SCOPE OF SERVICES
Koff & Associates
A Gaflagher Company
APPROACH AND METHODOLOGY
Our philosophy ensures thorough, thoughtful, and strategic sourcing, evaluation, selection, and vetting of
candidates. We reach out directly to potential candidates, referral sources, professional associations, and user
groups, etc. by using business media, outreach emails, general advertising, and most Importantly picking up
the phone and actively calling passive applicants. This strategy also includes focused advertising on websites
and in publications specific to women and minority candidates.
K&A will provide weekly progress reports to the City and participate in conference calls and onsite meetings as
requested.
We are responsible for ensuring compliance, adhering to, and maintaining all legally mandated documentation
throughout the process.
Step 1: Ideal
Candidate Profile
Step 2: Five
Week Window of
Application and
Sourcing
Step 3:
Recommendation
of Candidates
Step 4: Interview
Facilitation
Step 5:
Background,
References, and
Offer
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Koff & Associates
A Magner Cornpany
Step 1: ideal Candidate Profile
Developing the profile for the ideal job candidate for the position is crucial for a successful search process.
We will coordinate with the City In identifying and developing:
• The various organizational needs, vision, mission, goals, strengths, challenges, opportunities, and
culture of the organization;
• Position competency requirements, i.e., knowledge, skills, and abilities;
■ Personal and professional attributes required of and priorities for the new incumbent;
• Type of working relationship senior leadership desire with the new incumbent;
• Advertising strategies in conjunction with a national and/or regional outreach campaign;
• Compensation levels; and
• Schedule of deliverables from K&A.
After meeting(s) with the City, there will be a consensus of the key qualifications and characteristics of the
position and the process, action plan, and timetable to be utilized for the recruitment process.
Brochure Design & Posting
Following the development of the candidate profile, an eye-catching recruitment brochure will be professionally
produced in coordination with the City's feedback. The brochure will highlight the strengths of the City of
Redlands and the surrounding community. The brochure will feature the organizational structure and services
of the City, its mission and goals, pertinent facts regarding the position, and necessary and desirable candidatO
qualifications.
Step 2: Five Week Window of Application & Sourcing
K&A can, at the request of the City, facilitate community surveys or community outreach forums to encourage
feedback from residents. A report of resident comments will be provided to the City prior to first -round
interviews.
Our effort will include a variety of activities designed to build the best available candidate pool. Our techniques
and methodologies allow us to source from extensive pools of potential candidates and referral sources.
In coordination with the City, K&A will:
• Identify prospects;
■ Provide each potential candidate with access to the recruitment brochure;
• Capture interested candidates in our recruitment project database; and
• Provide representative data to the City, Including candidate documents, interview notes, and an
outline of the recruitment process.
RECRUITMENT SERVICES FOR CITY OF REDLANOS
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Koff & Associates
A Gallagher Comparry
Step 3: Recommendation of Candidates
K&A will provide the City with a report of the leading candidates to further narrow the pool to the most highly
qualified and establish the best organizational fit of each potential finalist. This screening process is specifically
designed to assess the personal and professional attributes the City has identified and will focus on each
candidate's ability, technical competency, and fit with the City's values, culture, and needs. Our assessment will
consist of:
• Experience and qualifications;
■ Cultural fit based on our understanding of essential intangibles;
■ Clarity of any issues identified in the submitted documents;
■ Reasons for position interest,
• The level of commitment to the position and the organization; and
• Other issues, including salary requirements.
Step 4: interview Facilitation
We will advise and develop interviewing strategies and a menu of questions that will help analyze candidates'
qualifications and management/work styles. We will facilitate all necessary communications with the City and
candidates to ensure everyone is well prepared.
Interview questions will elicit Information about each candidate's technical skill set, experience, leadership skills,
laptability, political astuteness, self-awareness, and other important aspects of the ideal candidate profile.
Questions, evaluation tools, and additional materials will be assembled in intuitive and user-friendly interview
packets. We will use evaluation criteria agreed to by the City.
The Project Manager will coordinate interviews, interview schedules, and finalize the process. We will provide
oversight during the panel interview process and facilitate a focused discussion with the City at the beginning
and conclusion of the interviews to identify the most qualified candldate(s) for final Interviews.
Step 5: Background, References, and Offer
K&A provides a thorough and quality reference and background check process for our clients. We start by calling
candidates' employment and professional references and having an in-depth discussion, covering their
strongest business characteristics, work style, interpersonal skills, and position -specific knowledge. All
references will be documented and presented in a concise, user-friendly manner.
Background checks are conducted in coordination with a third -party firm to verify educational degrees and
employment records and confirm clear driving records, criminal records, and financial history/credit. Reports
can be tailored to clients' needs upon request. Safety for clients and their communities is our priority, so rest
assured that we, as well as our background contract firm, meet or exceed relevant reporting requirements.
K&A can facilitate and lead the negotiations of the final terms and conditions of employment, such as the
compensation package, benefits, and other perquisites (perks). We will notify all candidates not selected as
finalists for the position.
RECRUITMENT SERVICES FOR CITY OF REDLANDS
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EXHIBIT "B"
PROJECT SCHEDULE
Koff & Associates
A Gallagnel c,omoanry
Project Schedule
The following is a typical schedule for conducting recruitment efforts. Search efforts for executive
recruitments generally take twelve to fourteen (12-14) weeks to complete, allowing enough time far all steps
of the process and client schedules.
Weeks
2
4
6
8
10
12
14
Step 1
Step 2
Step3
Step 4
Step 5
Recruiting Process During Covid-19 Crisis
We will work to counterbalance market forces and build a pipeline of potential candidates through strong marketing
and branding efforts, Including videos, job postings, and a social media campaign. Our ongoing communication with
candidates helps with reputation and keeps them engaged; so, when there is an opportunity that matches their
background, we reduce the time -to -hire. As always, communication is key. Candidates who experience a warm,
communicative recruitment experience are more likely to maintain their interest and are more likely to feel
welcomed into the organization. The recruitment experience is the first Impression your employee receives and is a
crucial factor in employee engagement and tenure.
We have embraced the virtual interview. The push into virtual technologies due to the pandemic was generally new
for many public agencies. Our crystal ball tells us that virtual Interviewing is not going away regardless of how the
public sector world evolves going forward beyond the pandemic. Although virtual interviewing may have become
necessary during this crisis, it is not a temporary strategy that should fall to the wayside; how we communicate in
virtual interviews is essential and will continue to be as we move forward.
To conduct an effective virtual Interview, simple steps can be taken to ensure a predictable and high -quality process,
We will be clear on exactly how the interview process will go and what candidates should expect. We are savvy at
navigating the technology and can help with technical challenges on the fly. Coaching panel members to maintain a
professional demeanor during virtual interviews and eliminate smartphone or other competing screen distractions,
just as you would in person, can also help the process.
K&A organizational Diversity Statement
This statement reaffirms nur commitmentto affirmative action and providing equal employment opportunities to all
employees and applicants for employment in accordance with equal opportunity and affirmative action laws.
We affirm our personal and official support of these policies, which provide that K&A is committed to implementing
the affirmative action policies, programs, and procedures included in this plan to ensure that employment practices
are free from discrimination. Employment practices include but are not limited to the following: hiring, promotion,
demotion, transfer, recruitment or recruitment advertising, layoff, disciplinary action, termination, rates of pay or
other forms of compensation, and selection for training, Including apprenticeship. We will provide reasonable
accommodation to applicants and employees with disabilities.
RECRUITMENT SERVICES FOR CITY OF REDLAN DS
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EXHIBIT "C"
Fee Schedule
Koff & Associates
A liallaglxjr Company
PRICING PROPOSAL
Project
• Executive & Professional Recruitment Services
Profession& Fee and Expenses
• Total not -to -exceed professional fee of $25,000 per recruitment, which includes all professional
services and expenses, including brochure development and design, advertising, printing and
shipping, associated consultant travel if required, and background.
• Invoices will be billed monthly in four equal increments of $6,250, per recruitment.
Note: Expenses do not include candidate travel.
Optional: Recruitment Video
in addition to the standard recruitment brochure, K&A can develop a Recruitment Video to better highlight the
positive elements of the organization and community. These videos have proven to attract more job seekers and
effectively expand the talent pool. Videos run approximately three -minutes in length and highlight the workplace
environment local landscape, and include interviews with selected staff. This video is optional and costs $3,500.
Placement Guarantee
K&A is committed to recommending only the most qualified candidates who meet all the necessary
requirements and qualifications and are also a cultural fit for the City. We proactively recruit for each search
effort until a successful candidate is placed.
Therefore, we promise to present to the City a selective pool of candidates that met or exceeded our standards
during the thorough screening processes and have been identified as ideal matches for the position. Should the
City disapprove of all final candidates or should none pass the final interview and reference check process, we
will work to find a new slate of candidates at no added cost, with the possible exception of necessary advertising_
In addition, for full recruitments for executive and mid -management positions, should the incumbent leave the
position or be terminated from employment within 12 months of hire due to performance issues, we commit
to conducting a one-time additional executive search to identify a replacement and only charge related
expenses as described in the Pricing Proposal.
Overall, K&A's retention rate during the first 12 months of hire is robust and has been above 95% over the last
37 years.
RECRUITMENT SERVI,CES FOR CITY OF FIED ANDS
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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, 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.
Gallagher Benefit Services, Inc.
By: !,i/1L�Y,._� Date: May 25, 2023
G: org ammer, Managing Director
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