15-0804_RALPH ANDERSEN & ASSOCIATES_Professional Services Agreement(Iai. h Andersen
&�issaciates
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.
onsultant").
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
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.
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.
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 H..ired 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
Name Printed: Heather Renschler
Title: President/CEO
Date: July 22, 2015
5800 Stanford Ranch Road, Suite 410
Rocklin, California 95765
(916)630-4900
FAX: (916) 63 0-4 91 I
Website: www.ralphandersen.com
APPROVED AS TO FORM;
Jeff Ballinger, City Attorney
CITY OF SAN JUAN CAPISTRANO
Def Name Printed: r "i
='
Title: t J"k.co'-wx
Date: n.,
32400 Paseo Adelanto
San Juan Capistrano, California 92675
(949) 493-1171
FAX: (949) 493-1053
Website: www.sanjuancapistrano.org
ATTEST:
Vlari
orr� City
32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493.1971
(949) 493.1053 FAX
www.sanjuaneapisfrano. org
a
I cangmu 11-0 am
TO:
Ralph Anderson & Associates
5800 Stanford Ranch Road, Suite 410
Rocklin, CA 95765
DATE: August 20, 2015
FROM: Christy Jakl, Deputy City Clerk (949) 443-6310
RE: Professional Services Agreement Executive Search Services
An original Professional Services Agreement is enclosed for your records.
To date, insurance documentation as outline in Section 10 of the original Professional Services
Agreement has not been provided. Please provide the all the required insurance
documentation as soon as possible. If you have questions related to insurance requirements,
please call me directly at (949) 443-6310.
If you have questions concerning the agreement, please contact Tom Bokosky, Human
Resources at (949) 443-6321.
Cc: Tom Bokosky, Human Resources
Sari Juan Capistrano Preserving_ the Past to Enhance the Future
0Printed on 100% recycled paper
MEMBERS OF THE CITY COUNCIL
in[o Poa�r[n
SAM ALLEVATO
[srosusuEa
l i96i
KERRY K. FERGUSON
1776
PAM PATTERSON, ESa
JOHN M. PERRY
DEREK REEVE
FROM: Christy Jakl, Deputy City Clerk (949) 443-6310
RE: Professional Services Agreement Executive Search Services
An original Professional Services Agreement is enclosed for your records.
To date, insurance documentation as outline in Section 10 of the original Professional Services
Agreement has not been provided. Please provide the all the required insurance
documentation as soon as possible. If you have questions related to insurance requirements,
please call me directly at (949) 443-6310.
If you have questions concerning the agreement, please contact Tom Bokosky, Human
Resources at (949) 443-6321.
Cc: Tom Bokosky, Human Resources
Sari Juan Capistrano Preserving_ the Past to Enhance the Future
0Printed on 100% recycled paper