15-204 Ralph Andersen & Associates; Professional Services Agreement Executive Search Services for Chief Technology Officer/Director(" Ralph Andersen 1-1 &Associates
Professional Services Agreement
Executive Search Services
This Agreement is made by and between the City of Cupertino ("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: Chief Technology
Officer/Director of Information Services 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 November 9, 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 professional services performed
hereunder, the City shall pay the Consultant the fixed amount of $25;400 (Twenty-five
Thousand Four Hundred Dollars) ("fixed fee"). Expenses include such items as advertising,
consultant travel (up to 3 trips to the City), clerical, graphics, research, printing and binding,
A Tradition of Excellence Since 1972
5800 Stanford Ranch Road, Suite 410, Rocklin, California 95765 Phone: 9161630-4900 Fax: 9161630-4911 Website: www.ralphandersen.com
Professional Services Agreement
Executive Search Services
Page 2
postage and delivery, verifications and Internet and Lexis/Nexis searches on the top two (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) Upon contract execution-$6,350 (Six Thousand Three Hundred Fifty Dollars)
b) After the closing date -$6,350 (Six Thousand Three Hundred Fifty Dollars)
c) After finalist interviews -$6,350 (Six Thousand Three Hundred Fifty Dollars)
d) Upon placement -$6,350 (Six Thousand Three Hundred Fifty Dollars)
7. Term. 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 60 to 75 days
(sixty to seventy-five days) from project initiation.
8. Guarantee. If, during the first year of employment, the new Chief Technology
Officer/Director of Information Services resigns or is dismissed for cause by the City, the
Consultant agrees to perform another search for an Chief Technology Officer/Director of
Information Services 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
Professional Services Agreement
Executive Search Services
Page3
reason of the performance of this agreement. This indemnity shall not be construed to require
indemnification of others.
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 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:--=R=o'-"b-=er=-=tc..=B=-cu=r=-g _____ _
Title: Executive Vice President
Date: November 24, 2015
5800 Stanford Ranch Road, Suite 410
Rocklin, California 95765
(916) 630-4900
FAX: (916) 630-4911
Website: www.ralphandersen.com
Crrv_7jERTmL
I J" / By: f ,· c--V
Nam~ Printed• DI},{ 1) 6 ( 'ft_jJ
Title:_C_1_4~Jµ-'-y-1--~-_,_f'_"l'--"~<"-/-'-V" __ _
I t-·f]O -IS--Date: _____________ _
10300 Torre Avenue
Cupertino, California 95014
(408) 777-3200
FAX: (408) 777-3366
Website: www.cupertino.org
( "-Ralph Andersen 1-t &Associates
November 18, 2015
Ms. Jaqui Guzman
City of Cupertino
10300 Torre Avenue
Cupertino, California 95014
Via Email: jacquelineg@cupertino.org
Dear Ms. Guzman:
As you requested in your email of November 18, 2015, below is a table showing the breakdown of
the Fixed Fee by task.
Tasks Fixed Fee
Task 1 -Review Project Management Approach $2,500
Task 2 -Develop Position Profile $5,050
Task 3 -Outreach and Recruiting $8,550
Task 4 -Candidate Evaluation $4400
Task 5 -Search Report $1,600
Task 6 -Selection $2,750
Task 7 -Negotiation $550
Task 8 -Close Out Included
Total $25,400
• • •
Should you need any additional information, please feel free to call Mr. Nelson at (916) 630-4900.
Respectfully Submitted,
Ralph Andersen & Associates
Serving Public Sector Clients Since 1972
58110 Stanfiml Ranch Road. Sui1e 410. Rocklin, Cali{Omia Y5765 Phone: Y/6/630-4Yllll Fax: Y/616311-4Yl I Website: 1nrn'.m!plumderse11.co111