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HomeMy WebLinkAboutRalph Andersen & Associates 2007-03-12Ralph Andersen v1e{. Lw 312, 0 &Associates Professional Services Agreement Executive Search Services This Agreement is made by and between the City of Ukiah ("the City"), and Ralph Andersen & Associates ("the Consultant"). L Search Engagement. The City agrees to engage the Consultant to perform those services described below, for completion of the project described as follows: City Manager Executive Search Services ("the Search"). 2. Services. The Consultant agrees to perform certain services necessary for completion of the Search, which services shall include, without limitation, the following: a) Position Analysis b) Advertising Campaign c) Candidate Identification d) Resume Review and Screening e) Preliminary Interviews f) Detailed Reference Checks g) Recruitment Report h) Client/Finalist Interviews i) Final Interview Assistance j) Follow-up Correspondence A complete description of the services to be provided is contained in a proposal from the Consultant to the City, dated February 8, 2007, which is incorporated herein by reference. 3. Relationship. The Consultant is an independent contractor and is not to be considered an agent or employee of the City. 4. Compensation. As full compensation for the Consultant's professional services performed hereunder, the City shall pay the Consultant the fixed amount of $17,750 (Seventeen Thousand Seven Hundred Fifty Dollars) ("professional services fee"). 5. Expense Reimbursement. The Consultant shall be entitled to reimbursement from the City for out-of-pocket expenses incurred by Consultants for travel (assuming three (3) separate trips to Ukiah to meet with the Mayor and the Council), advertising, printing and binding, postage and delivery, and clerical, graphic design, research, verifications and Lexis/Nexis A Tradition of E x c e l l e n c e Since 1 9 7 2 ............... -- --------------- - ._.... -------------------------- --------------------------------------------------....--------------- ------------------..... 5800 Stanford Ranch Road. Suite 410, Rocklin, Cal{fornia 95'765 Phone: 9161630-4900 F'ai: 9161630-4971 Website: wtivw.ralphraradersen.enrrt Professional Services Agreement Executive Search Services Page 2 searches, and long-distance telephone charges. The Consultant shall provide the City with a listing of expenses by category of expense as a part of monthly billings. 6. Compensation for Additional Services. In the event the City requires services in addition to those described in Paragraph 2, the Consultant shall be compensated at the Consultant's standard hourly rates for professional services as set forth in Consultant's proposal, plus reimbursement of expenses described above. 7. Method of Payment. Progress payment of the Consultant's professional services fee and expenses shall be made on a monthly basis by the City upon receipt of billings from the Consultant. 8. Term. The term of this agreement shall commence on March 12, 2007, at which time the Consultant shall begin work on the Search and shall continue, subject to the termination provisions of Paragraph 10, until the date that the Consultant completes the Search. The time of completion of the Search is estimated to be 75 to 90 days (seventy-five to ninety days) from project initiation. 9. Guarantee. If, during the first year of employment, the new City Manager resigns or is dismissed by the City, the Consultant agrees to perform another search for a City Manager for no professional services fee. The Consultant shall be entitled to reimbursement of expenses described above and incurred during such search. 10. Termination. This agreement may be terminated: (a) by either party at any time for failure of the other party to comply with the terms and conditions of this Agreement; (b) by either party upon 10 days prior written notice to the other party; or (c) upon mutual written agreement of both parties. In the event of termination, the Consultant shall stop work immediately and shall be entitled to compensation for professional service fees and for expense reimbursement to the date of termination. In the event that Consultant terminates the agreement under subparagraph (b), the City shall be entitled to off -set against amounts owing to Consultant for professional service fees and expense reimbursement any damages incurred by City as a result of such termination prior to completion of the services described in paragraph 2 and Consultant's proposal. 11. Insurance. The Consultant shall maintain in force during the term of the agreement, Comprehensive General Liability Insurance with the Extended Liability Endorsement, including Personal Injury; Commercial Umbrella Liability; Automobile Liability Insurance, including Non -Owned and Hired Liability; and Workers' Compensation and Employers' Liability Insurance in accordance with Exhibit A, attached hereto. 12. Hold Harmless. Consultant shall indemnify, defend and hold harmless City and its officers, agents and employees from and against any and all claims, demands, liability, costs and expenses, including court costs and counsel fees, 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 wrongful act or omission committed by Consultant or it's officers, agents or employees while performing services under this Agreement. Professional Services Agreement Executive Search Services Page 3 13. Miscellaneous. a) The entire agreement between the parties with respect to the subject matter hereunder is contained in this agreement. b) Neither this agreement nor any rights or obligations hereunder shall be assigned or delegated by the Consultant without the prior written consent of the City. c) This agreement shall be modified only by a written agreement duly executed by the City and the Consultant. d) Should any of the provisions hereunder be found to be invalid, void or voidable by a court, the remaining provisions shall remain in full force and effect. e) This agreement shall be governed by and construed in accordance with the laws of the State of California. f) All notices required or permitted under this agreement shall be deemed to have been given if and when deposited in the United States mail, properly stamped and addressed to the party for whom intended at such party's address listed below, or when delivered personally to such party. A party may change its address for notice hereunder by giving written notice to the other party. APPROVED: RALPH ANDERSEN & ASSOCIATES Name Printed: Heather Renschler Title: President/CEO CITY OF UKIAH By: :)nt 1 4 - Name Printed: Mari Rodin Title: Mayor Date: "/ `°T lD Date: 3-16-2007 5800 Stanford Ranch Road, Suite 410 300 Seminary Avenue Rocklin, California 95765 Ukiah, California 95482 (916) 630-4900 (707) 463-6200 FAX: (916) 630-4911 FAX: (707) 463-6204 Website: www.ralphandersen.com Website: www.cityofukiah.com EXHIBIT "A" INSURANCE REQUIREMENTS Without limiting Consultant's obligations arising under Paragraph 11 of the Professional Service Contract ("Agreement") to which this Exhibit is attached, Consultant shall not begin work under the Agreement until it procures and maintains for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with its performance under the Agreement. A. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office ("ISO) Commercial General Liability Coverage Form No. CG 00 01 1185. 2. ISO Form No. CA 0001 (Ed. in8) covering Automobile Liability, Code 1 "any auto" or Code 8, 9 if no owned autos and endorsement CA 0025. 3. Worker's Compensation Insurance as required by the Labor Code of the State of California and Employers Liability Insurance. 4. Professional Liability Insurance covering damages which may result from errors, omissions, or acts of professional negligence by Consultant. 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, the general aggregate limit shall apply separately to the work performed under this Agreement, or the aggregate limit shall be twice the prescribed per 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: Worker's compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. C. Deductibles and Self -Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects to the 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. The City, it officers, officials, employees and volunteers are to be covered as additional 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, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope -of -protection afforded to the City, its officers, officials, employees or volunteers. b. The Consultant's insurance coverage shall be primary insurance as respects to the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the 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 the 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. Worker's Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from Consultant's performance of the work, pursuant to this Agreement. 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 the City. E. Acceptability of Insurers Insurance is to be placed with admitted California insurers with an A.M. Best's rating of no less than A- for financial strength, as for long-term credit rating and AMB -1 for short-term credit rating. F. Verification of Coverage Consultant shall furnish the City with certificates of Insurance and with original Endorsements effecting coverage required by this Agreement. 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 or approved by the City. Where by statute, the 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 the City before Consultant begins the work of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. If Consultant fails to provide the coverages required herein, the City shall have the right, but not the obligation, to purchase any or all of them. In that event, the cost of insurance becomes part of the compensation due the contractor after notice to Consultant that City has paid the premium. G. Subcontractors If Consultant uses subcontractors or sub -consultants, it shall cover them under its polices or require them to separately comply with the insurance requirements set forth in this Paragraph 6.1.