Loading...
15-0804_RALPH ANDERSON & ASSOCIATES_Professional Services Agreement Zh Andersen ociates Professional Services Agreement Executive Search Services This Agreement is made by and between the City of San Juan Capistrano ("the City"), and Ralph Andersen &Associates ("the Consultant"). 1. 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 e) 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 July 15, 2015,. 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 services performed hereunder, the City shall pay the.Consultant the fixed amount of $23,750 (Twenty-three 'Thousand Seven Hundred Fitly Dollars) ("fixed fee"). Expenses include such items as advertising, consultant travel (based out of Orange County), clerical, graphics, research, printing and binding, postage and delivery, verifications and Internet and Lexis/Nexis searches on the top two (2) Professional,Services 4greement L'xecutive Search Services Page 2 candidates, and long-distance telephone charges. The City will be responsible for all Candidate expenses related to onsite interviews. Any consultant travel outside the scope of this Agreement will be billed to the City for actual expenses only. 5. 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, plus reimbursement of expenses described above. 6. Method of Payment. The City will be invoiced in 4 (four) payments as follows: a) tJpon contract execution - $5,000 (Five Thousand Dollars) b) After the closing date- $6,250 (Six Thousand Two Hundred Fifty Dollars) c) After finalist interviews - $6,250 (Six Thousand Two Hundred Fifty Dollars) d) Upon placement- $6,250 (Six Thousand Two Hundred Fifty Dollars) 7. Terra. The term of this agreement shall commence upon execution of this Agreement by both parties, at which time the Consultant shall begin work on the Search and shall continue, subject to the termination provisions of Paragraph 9, 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. 8. Guarantee. If, during the first year of employment, the new City Manager resigns or is dismissed for cause 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. 9. '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. 10. 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. Such insurance shall be in amounts reasonably satisfactory to the City. 11. Hold Harmless. The Consultant shall be responsible for its acts of negligence, and the City shall be responsible for its acts of negligence. The Consultant agrees to indemnify and hold the City harmless from: any and all claims, demands, actions and causes of action to the extent caused by the negligent acts of the Consultant, its officers, agents and employees, by reason of the performance of this agreement. This indemnity shall not be construed to require indemnification of others Professional Services Agreement Executive Search Services Page 3 12. 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 rerma-M, 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 cot ASSOCIATES CITY OF SAN,YUAN CAPISTRANO Name Printed: Heather Renschler Name Printed: De.,f Title: President/CEO Title: t�`k.co'_wx Date:July 22, 2015 Date: n.: . ;1 �' 5800 Stanford Ranch Road, Suite 410 32400 Paseo Adelanto Rocklin, California 95765 San Juan Capistrano, California 92675 (916) 630-4900 (949) 493-1171 FAX: (916) 63 0-4 91 I FAX: (949) 493-1053 Website: www.ralphandersen.com Website: www.sanjuancapistrano.org APPROVED AS TO FORM; ATTEST: Jeff Ballinger, City Attorney \Aaria ©rr City f