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HomeMy WebLinkAboutContracts & Agreements_49A-2026AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of executive search services("Agreement") is made and entered in this 13' day of April, 2026 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Ralph Andersen & 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 search for the position of Human Resources/Risk Management Director 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 Janice McConnell, Assistant City Manager 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 manner in accordance with the schedule set forth in Exhibit `B," titled "Project Schedule," which is attached hereto and incorporated herein by reference. 4.2 Consultant shall complete the Services by September 30, 2026, unless the Services are terminated earlier as provided for herein. hltps://ralphandersenus.shareepoint.mm/Shamd Documents/Clients/R/Redlands/26-015 Director of HR/Contract/Ralph Andersen Associates Agreement HR Director.doex 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 be in the amount of Thirty -Two Thousand Dollars ($32,000). City shall pay Consultant in accordance with Exhibit "C," titled "Project Cost" which is attached hereto and incorporated herein by this 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: Heather Renschler, President/CEO Ralph Andersen & Associates 5800 Standford Ranch Road Rocklin, CA 95765 heather@ralphandresen.com Phone: (916) 630-4900 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 2 hltpps://raiphandersonus.sharepoint.com/Shared Documents/Clients/R/Redlmrds/26-015 Director of FIR/Contract/Ralph Andersen Associates Agreement 1111 Director.docx 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 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. 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 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. 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 3 https://taIpba deisenus,sharepoint.com/Shawd Documents/Clients/R/Redlands/26-015 Director of HR/Contract/Ralph Andersen Associates Agreement FIR Diremor.doex 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 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 instrumentalities required to 4 https://raiphandersenus.sharepoint.com/Shared Documents/Clients/R/Redlands/26-015 Director of I-IR/Contract/Ralph Andersen Associates Agreement HR Director.doex 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 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. 5 https://ralphandersenussharepoint.conVShared Doeuments/Clients/WRedlands/26-015 Director of HR/Contract/Ralph Andersen Associates Agreement HR Directondoex IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement. CITY OF REDLANDS By: &41', Charles M. Duggan, fr. anager ATTEST: JqfWe Donaldson, City Clerk RALPH ANDERSEN & ASSOCIATES By:AdsWZ--L Heather Renschler, President/CEO 5 https:/Iralphandersenus,sharepoint.conVShared Documents/ClientsWRedlands/26-615 Director of HRIContract/Ralph Andersen Associates Agreement HR Director.doex EXHIBIT "A" SCOPE OF SERVICES Approach to Executive Search: Human Resources/Risk Management Director Consultant will conduct a search process for the position of Human Resources/Risk Management Director that relies heavily on person -to -person contact to identify outstanding potential candidates and, in the evaluation phase, gain a complete understanding of the background, experience, and management style of the top candidates. Consultants will develop a comprehensive position profile for the position of Human Resources/Risk Management Director based upon information obtained in various meetings with the Assistant City Manager, City Manager and other designated City staff and stakeholders. Furthermore, Consultant will complete the following actions with respect to the search process for the position of Human Resources/Risk Management Director. • Review current compensation and recommend changes based upon market and competitive conditions, if desired by the Assistant City Manager, City Manager and key staff. • Complete extensive personal outreach to highly qualified candidates throughout California. • Implement a marketing strategy that uses selected advertising to supplement the extensive candidate identification process, the Internet, and professional contacts throughout California. • Conduct a screening process that narrows the field of candidates to those that most closely match the needs of the City and is based on screening interviews with the top candidates. Candidates' education, experience, and credentials are matched to the criteria established in the position profile. • Candidates would be screened via video technology to determine their overall "match." • Deliver a product in the form of a search report that recommends a top group of candidates and provides the Assistant City Manager, City Manager and key staff with detailed information about their backgrounds and experience. • Conduct final background and verifications, including references, on the top candidate. • Assist in negotiations of offer of employment. • Close out the search and notify all candidates not selected. Consultants will be thorough and professional in the approach it takes in recruitment. Each candidate's match with the position is based on the individual's own set of professional experiences, management style, education and credentials, and overall fit with the organization and executive leadership. hnps://ralplindersenus,sharepoint.com/Shawd Documents/Clients/R/Redlands/26-015 Director ofHR/Contract/Ralph Andersen Associates Agreement HR Director,doex EXHIBIT "B" PROJECT SCHEDULE We anticipate a period of approximately 90 -120 days (or less) from the execution of the agreement between the City and Consultant to when the finalists are presented for an interview. Negotiation with the top candidate will take an additional week after finalist interviews. A brief overview of the recruitment schedule is presented below (schedule does not include transition time by Selected Candidate to join the City) Task Estimated Week of Completion Task I — Review Project Management Approach Week One Task 2 — Develop Position Profile and Recruitment Brochure Week One — Week Two Task 3 — Outreach and Recruiting Week Two — Seven Task 4 — Candidate Evaluation Ongoing Throughout Process (typically more focused during Week Six and Week Seven) Task 5 — Search Report Week Eight — Week Nine Task 6 — Selection Week Nine - Week Ten Task 7 — Negotiation Week Ten — Week Eleven Task 8 — Close Out Week Twelve 8 https://tulphandersenus.sharepoint.conYSharec[ Documents/Clients/R/Redlatids/2(,-015 Director of HR/Contract/Ralph Andersen Associates Agreement HR Director.doex EXHIBIT "C" PROJECT COST The recruitment efforts for the new Human Resources/Risk Management Director will be focused primarily on California. The review of resumes and qualifications will be conducted on all candidates who submit, giving the City the ability to select from a broad field of qualified candidates. The professional services fee to perform this search will be a fixed fee of $32,000*. *Note — Expenses included in this fixed fee include such items as advertising, consultant interaction (conducted virtually except for final interviews held on -site), clerical, graphic design, research, and long-distance telephone charges. On top of the candidates, Internet and Lexis/Nexis searches will be conducted. Additionally, education verifications, DMV checks, wants and warrants, civil and criminal litigation searches, and credit checks will be conducted on the top two candidates. Brochure — A full -color informational brochure will be developed for each position. All pictures will be the responsibility of the City. The City will also be responsible for ensuring that there is no copyright restrictions on the photographs supplied to Consultant and the City will agree to pay all related charges or fines if a copyright violation is incurred either during the search itself or subsequently. Invoicine — Consultant will bill the fixed fee to the City in four installment payments as follows: • Following kick-off and finalization of recruitment brochure - $9,600 • After the closing date - $9,600 • After finalist interviews - $9,600 • Upon placement - $3,200 Progress payments will be due upon receipt. Exclusions — Any candidate travel is the full responsibility of the City. Guarantee — Consultant offers the industry -standard guarantee on our full search services If within a one-year period after appointment, the Human Resources/Risk Management Director resigns or is dismissed for cause, we will conduct another search free of all charges for professional services. City would be expected to pay for the reimbursement of all expenses incurred. If a placement is not made in the first outreach effort, the Consultant will conduct a second outreach effort with no charge for Professional Services. The City would be expected to pay for all expenses incurred 9 https:/Iralphmdersenus.sharepoint.wm/Shared Documents/Clients/R/Redlands/26-015 Director of IIR/Contract/Ralph Andersen Associates Agreement HR Director.doex EXHIBIT "D " WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure 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 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 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 By: 4n3eLze'z Date: April 13, 2026 Heather Renschler, President/CEO 10 httpsa/ralphandersenus.sharepoint.com/SharedDocuments/ClieriL%R/Redlands/26-015 Director of HR/ContractrRalph Andersen Associates Agreement HR Director.doex