15-205 Ralph Andersen & Associates; Professional Services Agreement Executive Search Services for Assistant Director of Community Development,!Jtl~ i?'" Ralp/1 Andersen
11l & 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").
I. Search Engagement. The City agrees to engage the Consultant to perfonn those services
described below, for completion of the project described as follows: Assistant Director of
Community Development 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 complete description of the services to be provided is contained in a proposal from the
Consultant to the City. dated September 18, 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 $24,200 (Twenty-four
Thousand Two Hundred Dollars) C'fixed fee"). Expenses include such items as advertising,
consultant travel (up to 1 trip to the City), clerical, graphics, research, printing and binding,
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Professional Services Agreement
E'Cecutive Search Services
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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 th~ event the City requires services in addition to
those described in Paragraph 2; the Consultant shall be compensated at the Consultant's
standard l1ourly 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-· $6,050 (Six Thousand Fifty Dollars)
b) After the closing date -$6,050 (Six Thousand Fifty Dollars)
c) After finalist interviews-$6,050 (Six ThoL1sand Fifty Dollars)
d) Upon placement-$6,050 (Six Thousand Fifty Dollars)
7. Term. The term of th is 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 Assistant Director of
Community Development resigns or is dismissed for cause by the City, the Consultant agrees
to perform another search for an Assistant 'Dlrector of Community Development for no
professional services fee. The Consultant sHull 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 I 0 days prior written notice to the other party; or ( c) upon mutual written
agreement of both parties. In the event of t,ermination, the Consultant shall stclp work
immediately and shall be entitled to compensation for professional service fees and for
expense reimbursement to the date of termination.
I 0. 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 Ha rm less. The Consultant sh al I be responsible for its acts of neg I igence. 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
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reason of the performance of this agreement. Th,is indemnity shall not be construed to require
indemnification ofothers. . '' · 1
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12. Miscellaneous.
a) The entire agreement between the parties with respect to the subject matter hereunder
is contained in this agreemert.
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 +aFfy.' ,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
Date: September23, 2015
5800 Stanford Ranch Road, Suite 410
Rocklin, California 95765
(916) 630-4900
FAX: (916) 630-4911
Website: www.ralphandersen.com · ·
CITY OF CUPERTINO
Date: CJ I {ib / ?f) 15
l 03 00 Torre A venue
Cupertino, California 95014
{408) 777-3200
1• ',<:.FAX: (408) 777-3366
'. · VV'ebsite: www.cupertino.orp;