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HomeMy WebLinkAboutMycoff & Associates 2006-02-07CITY OF UKIAH STANDARD CONSULTANT SERVICES AGREEMENT AND GENERAL PROVISIONS This Agreement is made and entered in Ukiah, California, on - r , :Z, 2006, between the City of Ukiah ("City"), a general law municipal corporation and Mycoff & As ciates ("Consultant"), a RECITALS This Agreement is predicated on the following facts: a. City has agreed to retain Consultant to conduct a recruitment for the Director of the City's . Public Utilities Department, which has administrative responsibility for the City's Electric System, Water System and Sewer System. Consultant is an executive search and recruitment firm that specializes in executives working in the utilities industry. b. Consultant represents and warrants to City that it has all licenses, permits, qualifications, and approvals of whatsoever nature, which are legally required for Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice its profession. The consultant must possess a valid City of Ukiah Business License prior to beginning work. TERMS OF AGREEMENT 1.0 DESCRIPTION OF PROJECT 1.1 Consultant will conduct and aid the City in selecting a new director for its Utilities Department. 2.0 SCOPE OF SERVICES To search out suitable candidates and facilitate the selection of a qualified Utility Director, Consultant will perform the following services: Information Gathering Consultant will meet with the City of Ukiah to obtain information regarding: • The goals, responsibilities and duties of the Utility Director. • The desired training, experience, talents, skills, and personal attributes of the Utility Director. • The City of Ukiah's organization and related operating performance and business strategies. • Organizational information (revenues, financial condition, customers, staff, resources, organizational structure, corporate culture, compensation issues, etc.). 11 .It • Regional information (location, population, climate, growth rate, culture, cost of living, etc.). Develop a Position Profile Consultant will use the gathered information, in consultation with the City of Ukiah, to develop a position profile that describes the Utility Director's goals, responsibilities, and duties; required education, training, experience, and personal abilities; and organizational and regional information. Conduct Recruitment Activities After compiling the information listed under Information Gathering, Consultant will research their extensive database and other resources to identify potential candidates or "leads" to potential candidates. Consultant will call these individuals to determine their suitability or to solicit suggestions of other possible candidates. In some instances, Consultant may place advertisements in suitable publications to solicit individuals not in our database. In all assignments, Consultant aggressively recruits minority and female candidates. Consultant will conduct telephone interviews with the most promising candidates to investigate the following: • The degree the candidates satisfy the established criteria. • The candidates' level of interest in becoming Utility Director. • The candidates' and their families' attitudes toward a job change and, if necessary, relocation. • The feasibility of a job change and relocation (ease of home sale, retirement plans, family ties, health, etc.). • The candidates' current compensation, the cost of living in their present location, and their compensation requirements. Consultant will evaluate candidates and submit credentials of the most qualified. It is difficult to predict a specific number of candidates for a position as market conditions along with individuals' salary and geographic preferences will impact candidate availability. Interview of Candidates After the City of Ukiah reviews the resumes and approves the short list of prospects, Consultant will conduct personal interviews with these individuals. Consultant will further evaluate the candidates' suitability and recommend finalists for an interview with the City of Ukiah. Recommendations are documented in an "Interview Report" format that includes a detailed history on each candidate, pertinent logistical facts, and commentary supporting our recommendation. Consultant will assist the City of Ukiah in its selection process by: • Scheduling interviews. • Facilitating the City of Ukiah's interviews. • Notifying candidates of their selection or rejection. 2 w • Background investigations. • Salary, contract, and employment negotiations. 3.0 CONDUCT OF WORK 3.1 Time of Completion. Consultant shall commence performance of services on the Effective Date and shall complete the work on a schedule approved by the City Manager. 4.0 COMPENSATION FOR SERVICES 4.1 Basis for Compensation. Consultant fee is 28% of the annual agreed upon salary of the Utility Director, not including the value of benefits, with a minimum fee of $35,000, plus reimbursable expenses as described below. The following are the only reimbursable expenses: • Reasonable and necessary travel expenses for Consultant to meet with the City of Ukiah as described under Information Gathering. • Approved recruitment advertising expenses. • Reasonable and necessary travel expenses to conduct personal interviews. • Reasonable and necessary travel expenses for Consultant to attend interviews or additional meetings as requested by the City of Ukiah. All claimed travel expenses must be approved by the City Manager as reasonable and allowable under the City's travel expense reimbursement policies. The City of Ukiah will incur and be responsible for expenses to interview the finalists in Ukiah, California, and expenses to relocate the selected individual. Consultant will incur and not be entitled to reimbursement for telephone, postage, printing, and other administrative expenses. 4.2 Changes. Should changes in compensation be required because of changes to the "SCOPE OF SERVICES" of this Agreement, the parties shall agree in writing to any changes in compensation. Changes to the "SCOPE OF SERVICES" means different activities than those described and not additional timeto complete those activities than the parties anticipate on the date they entered this Agreement. 4.3 Sub -contractor Payment. City must approve the use of sub -consultants or other services to perform a portion of the work of this Agreement prior to commencement of work. 4.4 Terms of Payment. The fee is payable at 1/3 in advance; 1/3 when Consultant submits the long list of candidates; and the balance when the Utility Director begins employment. The first payment is due 30 days after the Effective Date. The subsequent payments are due within 30 days of the event giving rise to the fee payment. 3 5.0 ASSURANCES OF CONSULTANT 5.1 Independent Contractor. Consultant is an independent contractor and is solely responsible for its acts or omissions. Consultant (including its agents, servants, and employees) is not City's agent, employee, or representative for any purpose. City shall have the right to control Consultant only insofar as the results of Consultant's service rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Consultant shall pay all estimated and actual federal and state income and self-employment taxes that are due the state and federal government and shall furnish and pay worker's compensation insurance, unemployment insurance and any other benefits required by law for itself and its employees, if any. Consultant agrees to indemnify and hold City and its officers, agents and employees harmless from and against any claims or demands by federal, state or local government agencies for any such taxes or benefits due but not paid by Consultant, including the legal costs associated with defending against any audit, claim, demand or law suit. 5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely to City. Consultant has no interest and will not acquire any direct or indirect interest that would conflict withits performance of the Agreement. Consultant shall not in the performance of this Agreement employ a person having such an interest. 5.3 Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. City shall designate a City representative and Consultant shall designate a Consultant representative. The City representative and the Consultant representative shall be the primary contact person for each party regarding the performance of the agreement. City representative shall cooperate with Consultant and consultant representative shall cooperate with the City in all matters regarding this agreement and in such manner as will result in the performance of the work in a timely and expeditious fashion. Consultant shall employ no City official or employee in the work performed pursuant to this Agreement. No office or employee of Agency shall have any financial interest in this Agreement in violation of California Government Code Sections 1090 and following; nor shall City violate any provisions of its Conflict of Interest Code adopted pursuant to the provisions of California Government Code Section 87300 and following. 5.4. Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices his profession. All instruments of service of whatsoever nature which consultant delivers to City pursuant to this Agreement shall be prepared in a substantial, first class and workmanlike manner and conform to the standards of quality normally observed by a person practicing in Consultant's profession. 4 6.0 INDEMNIFICATION 6.1 Insurance Liability. Without limiting Consultant's obligations arising under Paragraph 6.2 Consultant shall maintain for the duration of this Agreement insurance as required by the attached Exhibit A, Insurance Requirements for Contractors. 6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition thereto, Consultant shall indemnify, defend and hold harmless City officers, agents and employees from and against any and all claims, demands, liability, costs and expenses, including court costs and counselfees, arising out of the injury to or death of any person or loss of or physical damage to any property resulting from any negligent or willfully wrongful act or omission committed by Consultant or it'sofficers, agents or employees while performing services under this Agreement. As to events, which occur during Consultant's performance of this Agreement, City shall hold Consultant harmless from and defend Consultant against all claims, liability, damage, or loss arising out of any injury or death of any person or damage to or destruction of property attributable to the negligent or willfully wrongful act or omission of City or its officers and employees, where the injury, death or damage is caused by the sole and active negligence or willful misconduct of City or City's employees. 7.0 CONTRACT PROVISIONS 7.1 Ownership of Work. All documents furnished to Consultant by City and all reports and supportive data prepared by Consultant under this Agreement are City's property and shall be given to City during or upon the completion of Consultant's services at no additional cost to City. 7.2 Governing Law. Consultant shall comply with the applicable laws and regulations of the United States, the State of California, and all local governments having jurisdiction over this Agreement. California law shall govern the interpretation and enforcement of this Agreement and any action arising under or in connection with this Agreement must be filed in a Court of competent jurisdiction in Mendocino County. 7.3 Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from governmental entity, Consultant shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Breach of Contract. If Consultant materially breaches the terms of this Agreement, the City shall have the following alternative remedies: (a) Immediately terminate the Agreement with Consultant; (b) Retain the plans, specifications, drawings, reports and other design documents prepared by Consultant; (c) Copyrights on plans, specifications, drawings, and reports and other design documents owned by the Consultant shall become the property of City; (d) Complete the unfinished work, under this agreement, with a different consultant; (e) Charge Consultant with the difference between the cost of completion of the unfinished work pursuant to this agreement and the amount that would otherwise be due consultant had Consultant completed the work; (f) Any other remedy available at law or in equity. 7.5 Entire Agreement. This Agreement and executed Amendments set forth the entire understanding between the parties and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified or amended only by a subsequent written agreement signed by both parties. 7.6 Severability. If a court of competent jurisdiction holds any term of this Agreement invalid, the remainder of this Agreement shall remain in effect. 7.7 Modification. No modification of this Agreement is valid unless made with the agreement of both parties in writing. 7.8 Assignment. Consultant's services are considered unique and personal. Consultant shall not assign, transfer, or sub -contract its interest or obligation under all or any portion of this Agreement without City's prior written consent. 7.9 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement shall be a waiver of any other or subsequent breach of the same or any other covenant, term or condition or a waiver of the covenant, term or condition itself. 7.10 Termination. This Agreement may only be terminated by either party: 1) for breach of the Agreement; 2) because funds are no longer available to pay Consultant for services provided under this Agreement; 3) City has abandoned and does not wish to complete the project for which Consultant was retained; or (4) on fifteen (15) days prior written notice. A party shall notify the other party of any alleged breach of the Agreement and of the action required to cure the breach. If the non -breaching party fails to cure the breach within the time specified in the notice, the contract shall be terminated as of that time. 7.11 Duplicate Originals. This Agreement may be executed in duplicate originals, each bearing the original signature of the parties. When so signed, each such document shall be admissible in administrative or judicial proceedings as proof of the terms of the Agreement between the parties. 8.0 NOTICES Any notice given under this Agreement shall be in writing and deemed given when personally delivered or deposited in the mail (certified or registered) addressed to the parties as follows: Whenever notice, payment or other communication is required or permitted under this Agreement it shall be deemed to have been given when personally delivered, telefaxed or deposited in the United Sates mail with proper first class postage affixed thereto and addressed as follows: 6I CONSULTANT Mycoff & Associates 26689 Pleasant Park Road, Suite 260 Conifer, Colorado 80433 FAX: 303-838-7428 CITY OF UKIAH C/o Ukiah City Manager Ukiah Civic Center 300 Seminary Ave. Ukiah, CA. 95482 FAX: 707-463-6204 Service by telefax shall bear a notation of the date and place of transmission and the facsimile telephone number to which transmitted. Either party may change the address to which notices must be sent by providing notice of that change as provided in this paragraph. 9.0 GUARANTEE Consultant will conduct an additional search for no additional fee should the candidate recommended by the Consultant terminate employment for any reason other than lack of work, illness, injury, or death within one year of the employment date. 10.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written: CITY OF UKIAH BNC-1 -J,DAtla� CANDACE HORSLEY CITY MANAGER ATTEST 4 � a� �- MARIE ULVILA CITY CLERK W01 00 Eel- 7 MYCOFF,& SOCIA _ ais Date / - 3 0 -- tP6 Date EXHIBIT A INSURANCE REQUIREMENTS FOR CONSULTANTS THE INSURANCE REQUIREMENTS SET FORTH BELOW ARE REQUIRED UNDER THE ATTACHED CONTRACT. At his or her expense, the Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, his agents, representatives, employees or Sub -Consultants. A. MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. Insurance Services Office form number GL 0002 (Ed. 1/73) covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 0001). 2. Insurance Services Office form number CA 0001 (Ed. 1/78) covering Automobile Liability, code 1 "any auto" and endorsement CA 0025. 3. Worker's Compensation insurance as required by the Labor Code of the State of California and Employers Liability insurance. B. MINIMUM LIMITS OF INSURANCE Consultant shall maintain limits no less than: 1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Worker's Compensation and Employers Liability: Workers' Compensation limits as required by the Labor Code of the State of California and the State of Arizona and Employers Liability limits of $1,000,000 per accident. 1 C. DEDUCTIBLES AND SELF-INSURED RETENTIONS Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects CITY, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. D. OTHER INSURANCE PROVISIONS The policies are to contain, or be endorsed to contain, the following provisions: 1. General Liability and Automobile Liability Coverages a. CITY, its officers, officials, employees and volunteers are to be covered as insureds as respects; liability arising out of activities performed by or on behalf of the Consultant, products and completed operations of the Consultant, premises owned, occupied or used by the Consultant, or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to CITY, its officers, officials, employees or volunteers. b. The Consultant's insurance coverage shall be primary insurance as respects CITY, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by CITY, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to CITY, its officers, officials, employees or volunteers. d. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Workers' Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against CITY, its officers, officials, employees and volunteers for losses arising from work performed by the Consultant for CITY. 3. All Coverages Each Insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to CITY. 7 E. ACCEPTABILITY OF INSURERS Insurance is to be placed with an admitted California insurer with an A.M. Best's rating of no less than A- for financial strength, AA for long-term credit rating and AMB -1 for short-term credit rating. F. VERIFICATION OF COVERAGE Consultant shall furnish CITY with certificates of insurance and with original endorsements effecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on forms provided by CITY. Where by statute, CITY's workers' compensation- related forms cannot be used, equivalent forms approved by the Insurance Commissioner are to be substituted. All certificates and endorsements are to be received and approved by CITY before work commences. CITY reserves the right to require complete, certified copies of all required insurance policies, at any time. G. SUB -CONSULTANTS Consultant shall include all sub -Consultants as insureds under its policies or shall furnish separate certificates and endorsements for each sub -consultant. All coverage for sub -consultants shall be subject to all of the requirements stated herein. 3