HomeMy WebLinkAboutContracts & Agreements_209-2025AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of executive search services ("Agreement") is made and
entered in this 4' day of November, 2025 ("Effective Date"), by and between the City of Redlands,
a municipal corporation ("City,") and Jacob Green and Associates, a California 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 evaluation services to assist the City
Council in conducting its performance evaluation of the City Manager (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 federal, state and local laws 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 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
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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 Nine Thousand Six Hundred Dollars ($29,600). City shall pay Consultant in
accordance with Exhibit "C," entitled "Project Cost," attached hereto and incorporated
herein by reference.
5.2 Consultant shall submit invoices to the City in accordance with the invoice schedule as
described in 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; (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:
CiL-Y Consultant
City Clerk Jacob Green
City of Redlands Jacob Green and Associates
35 Cajon Street 13217 Jamboree Rd., #248
P.O. Box 3005 (mailing) Tustin, CA 92782
Redlands, CA 92373 Jacob(c�r�,JacobGreenandAssociates.com
(888) 454-2178
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. Insurance policies shall include a
provision prohibiting cancellation or modification of the policy except upon thirty (30)
days prior written notice to City.
A. Workers' Compensation and Employer's Liability insurance in the amount that meets
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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 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. 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.
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 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 or damage to property occasioned
by any negligent actor 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.
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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
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
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agent, nor shall Consultant have any authority, express or implied, to bind City to any
obligation.
8.4 This Agreement may be terminated by either Party, in its sole discretion, by providing not
less than five (5) days prior written notice to the other Party of its intent to terminate. If
this Agreement is terminated by either Party, 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
accmmulated by Consultant in performing the Services. Consultant shall be compensated
on a pro-rata basis for Services completed tip 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
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.
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IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed
in confirmation of this Agreement.
CITY OF REDLANDS
Mayor f jQ 01 :Npof�'
MARC 5HAW
ATTEST:
(a�� J
e Donaldson, City Clerk
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JACOB GREEN AND ASSOCIATES
Jacob Green, President & CEO
EXHIBIT "A"
SCOPE OF SERVICES
Consultant will partner with the City to facilitate a performance evaluation process that is aligned
with the City's priorities. The scope of work is structured to provide clear goals, balanced
feedback, and actionable outcomes that strengthen the relationship between the City Council and
the City Manager while supporting organizational excellence.
PROCESS GOALS:
1. Establish performance goals for the City Manager
2. Ensure compliance with existing employment agreements.
3. Recognize the accomplishments of the City Manager and show
appreciation for the unique contributions to the City.
4. Design a credible appraisal process that incorporates industry best practices.
5. Ensure a thoughtful and deliberative setting with direct communication and
a strong Council- Manager relationship.
6. Clearly identify areas where the City Manager is doing well and can improve
performance.
7. Determine the need for further professional development, education, and training.
PHASE I: ESTABLISHMENT OF PERFORMANCE GOALS
As part of the performance evaluation process, Consultant will assist the City Council in
establishing performance goals for the City Manager's next evaluation period, ensuring the goals
are consistent with the City's Strategic Plan, the City CoJmcil's direction, and in concert with the
City's budget.
PHASE II: EVALUATION PROCESS
Consultant will facilitate the Performance Evaluation process, which includes the following steps:
STEP 1: ONE-ON-ONE CITY COUNCIL INTERVIEWS
Consultant will meet virtually with each Council Member to discuss the City Manager's
performance including areas for success, areas for improvement, and performance goals.
STEP 2: DRAFT PERFORMANCE REVIEW DOCUMENTS
Input is compiled into a concise, written performance review draft to include four sections: 1)
Areas of Success, 2) Areas for Improvement, 3) Goals for Next Performance Period, and 4) Overall
Rating. A second "One-off' document is also created to capture individual City Council Member's
anonymous feedback.
STEP 3: REVIEW OF MATERIALS WITH CITY MANAGER
Consultant will review the draft performance review document with the City Manager and
any "One-off' comments obtained to help the City Manager prepare for the final closed
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session review.
STEP 4: FACILITATED PERFORMANCE REVIEW
The facilitation team will meet with the City Council in closed session to obtain direction from the
City Comicil regarding acceptance or modification of the draft documents. Assuming approval is
obtained, Consultant will facilitate a discussion of the evaluation with the City Manager present.
The Consultant process usually results in the need for only one closed session meeting.
STEP 5: EMPLOYMENT AGREEMENT SUPPORT
If desired, Consultant may provide guidance to the City Council in the development of an updated
Employment Agreement, which may include an adjustment to compensation/benefits. The City
Attorney shall be responsible for the creation and final review of the updated Employment
Agreement to ensure legal compliance.
OPTIONAL 3600-EVALUATION
Consultant's City Manager Evaluation process is conducted exclusively with the City Council. In
some evaluation processes, the City Council and City Manager desire a 360-Evaluation tool to
assist the City Manager with receiving feedback and further enhancing professional development.
If the City Council desires that the City Manager engage a 360-Evaluation, Consultant will
facilitate this process outside of the formal City Council evaluation.
STEP 1: DESIGN AND DEPLOY 360' SURVEY INSTRUMENT:
Consultant's 360' survey tool is tailored to the City Manager's role, aligned with Council goals,
organizational values, and best practices in executive performance. During a 360-Evaluation
conducted outside of the City Council's performance evaluation, broader insight and feedback for
the City Manager may be obtained from key stakeholders, including:
• Direct Reports
• Executive Team
• External Stakeholders and Partner Agencies
The City Manager will also complete a self -assessment for comparison purposes.
STEP 2: STAKEHOLDER ENGAGEMENT AND FEEDBACK
COLLECTION:
Coordinate and administer the survey process, ensuring high participation and candid input
through secure, anonymous channels. Consultant will remain available to participants for
clarification and support throughout the process.
STEP 3: DATA ANALYSIS AND COMPARATIVE INSIGHTS:
Analyze quantitative and qualitative feedback across stakeholder groups, drawing out key themes
and patterns. Consultant will identify areas of alignment and divergence between the City
Manager's self- assessment and the feedback provided by others.
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STEP 4: FINAL 360' FEEDBACK REPORT:
Prepare a summary report in an easy -to -navigate format. The report may include:
• Key Takeaways and Themes
• Feedback Comparison by Stakeholder Group
• Identified Strengths and Areas for Improvement
• Actionable Development Plan outlining specific growth opportunities, professional
development goals, and suggested follow-up steps.
As indicated above, while the 360°-Evaluation adds valuable perspective, it is not included in the
formal evaluation process.
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EXHIBIT "B"
PROJECT SCHEDULE
Phase I — Establishment of Performance Goals: Completion by December 31, 2025; or as soon
thereafter.
Phase II — Evaluation Process: Completion by December 31, 2026
Optional 360°-Evaluation Facilitation: Completion by December 31, 2026
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EXHIBIT "C"
PROJECT COST
City Manager Performance Evaluation Facilitation $26,800
Optional 360°- Evaluation $2,800
Travel Included
L_
Materials Included
Invoicing Schedule for Performance Evaluation Facilitation:
20% - Upon Execution of Contract
20% - Upon Completion of Step 1
20% - Upon Completion of Step 2
20% - Upon Completion of Step 3
20% - Upon Completion of Step 4
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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.
JACOB GREEN AND ASSOCIATES
10/28/2025
By: Date:
Jacob Green, President &CEO
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