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17-082 Ralph Andersen & Associates, Professional Services Agreement for Executive Search Services for Finance Manager( "-Ra lpl1 Andersen 11-1 & Associates Professional Services Agreement Executive Search Services This Agreement is made by and between the City of Cupe1tino ("the City "), and Ralph Andersen & Associates ("the Consultant"). I. Search Engagement. The City agrees to engage the Consultant to perform those services described below , for completion of the project described as follows: Finance 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 Anal ysis b) Adve1tising Campaign c) Candidate Identification d) Resume Review and Screening e) Preliminary Interviews t) Detailed Reference Checks g) Recruitment Report h) Client/Finalist Interviews i) Final Interview Assistance j) Follow-up Correspondence 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 $26,500 (Twenty-Six Thousand Five Hundred Dollars) ("fixed fee "). Expenses include such items as advertising, . consultant travel (up to 2 trips to the City), clerical , graphics, research , printing and binding , postage and delivery , and long-distance telephone charges. On top candidates , education verifications , Internet and Lexis/Nexis searches will be conducted. Education verifications , OMV check , wants and warrants , civil and criminal litigation search , and credit checks will be conducted on the top two (2) candidates. The City will be responsible for all Candidate • J r ; o d i l i rJ n o I L x c c I ! e n c e S i n c e ! ,; 7 2 Professional Services Agreement Executive Search Services Page 2 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 hourl y 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) Following kick-off and finalization of recruitment brochure -$5,250 (Five Thousand Two Hundred Fifty Dollars) b) After the closing date -$11,250 (Eleven Thousand Two Hundred Fifty Dollars) c) After finalist interviews -$6,500 (Six Thousand Five Hundred Dollars) d) Upon placement -$3,500 (Three Thousand Five Hundred Dollars) 7. Term. The term of this agreement shall commence upon execution of this Agreement by both patties , 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 yea r of employment, the new Finance Manager resigns or is dismissed for cause by the City , the Consultant agrees to perform another search for a Finance 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. 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 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 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. t) 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 pa1iy 's address listed below, or when delivered personally to such paiiy. A party may change its address for notice hereunder by giving written notice to the other paity . APPROVED: RALPH ANDERSEN & ASSOCIATES Name Printed: Heather Renschler Title: President/CEO Date: June 15 2017 5800 Stanford Ranch Road, Suite 410 Rocklin, California 95765 (916) 630-4900 FAX: (916) 630-491 I Website: www.ralphanders en.com CITY OF CUPERTINO By {}iM~ Name Printed: \(.h 51' Y\e,, K\ kcJ t Title:t1\V "t-}dro1V) 0\A~ Date: ~ / lj I r)= 10300 Torre Avenue · }t'tt-...e..sf ~ / ~ Cupertino, California 95014 ~ ~rAf (408) 777-3200 , ~ FAX: (408) 777-3366 Gr~tiw~lff-' Website: WWW.C1JP.erli[10. =-rs c..-~ .-2-(p ~11 APPROVED A'S TO tO~: E-C El\l · . .; •, . • ... -. ~-i·. ::.-... .. olph Stevenson H Ci tyfl1i ttorney ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD /YYYYI ~ 10/26/2016 THIS CERTIFICATE IS ISSUED AS A MATIER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed . If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER (916) 387-6800 (888) 250-8403 ~~~~~cT Ice Insurance Aaencv Ice Insurance Agency ri:Jg,NJo, !;xii· (916) 387-6800 I rie~ Nol : (888) 250-8403 813 F Street, 2nd Floor it1lJtss: info@iceins .com Sacramento , CA 95814 INSURER($) AFFORDING COVERAGE NAIC# 1NsuRER A : Philadelohia lndemnitv Insurance Como 18058 INSURED 1NsuRER B : Hartford Accident & lndemnitv ComQQOY 22357 Ralph Andersen & Associates INSURER C : 5800 Stanford Ranch Rd., #400 INSURER D: Rocklin , CA 95765 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER : REVISION NUMBER · THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED . NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WH IC H THI S CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDU CED BY PAID CLAIMS . IN SR TYPE OF INSURANCE ADD L SUBR POLICY EFF POLICY EXP LTR , .. ,cc •>Anm POLICY NUMBER IMM/DD/YYYYl IMM/DD/YYYYl LIMITS GENERAL LIABILITY EACH OCCURRENCE s 1 000 000 -A I COMMERCIAL GENERAL LIABILITY DAMAGE TU R~NTED s 100 000 PR EMISES (Ea occurrence ! -- MED EXP (Any one person ) s 5 000 ==:J CLAIMS-MADE [ZJ OCCUR -PHSD1179023 11 /10/20 16 11/10/2017 PERSON AL & ADV INJUR Y s 1 000 000 ~ - GENERAL AGGREG ATE s 3.000,000 ~ GEN'L AGGREGA TE LIM IT AP PLIES PER: PRODUCTS· COMP/OP AGG s 3 000 000 71 POLICY n ~f P+ n LOC s PiOMOBILE LIABILITY COMBINED SINGLE LIMIT s 1 000 000 (Ea acc ide nt! ANY AUTO BODILY INJURY (Per person ) s ALL OWN ED --SCHEDULED - A AUTOS AUTOS PHSD1179023 11 /10/2016 11 /10/2017 BODILY INJURY (Per accident) S 7 .L NON-OWN ED PROPERTY DAMAGE - HIRED AUTOS AUTOS (Per acc ident! s ~ I -s _{_ UMBRELLA LIAB ~OCCUR EACH OCCURRENCE s 1,000 ,000 A EXCESS LIAB CLA IMS -MADE PHUB559519 11/10/20 16 11/10/2017 AGGREGATE s 1,000 ,000 OED I ./ I RETENTIONS 10 000 s WORKERS COMPENSATION ./ I \NCSTATU-I IOTH- AND EMPLOYERS ' LIABILITY YIN TORY I IM IT S ER -- B AN Y PROPRIETOR/PARTNER/EXECUTIVE w NIA 57WECPl9708 E.L. EACH ACCID EN T s 1 000 000 OFFICER/MEM BER EXCLUDED? 10/20/2016 10/20/2017 (Mandatory in NH) E.L. DISEASE· EA EMPLOYEE s 1000000 If yes , describe under DESCRIPTION OF OPERAT ION S below E.L. DISEASE · POLICY LIMIT s 1 000 000 $2,000 ,000 Per Occurance A Errors and Omissions PHSD1179023 11 /10/20 16 11 /10/201 7 $2,000,000 Aggregate DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (Attach ACORD 101 . Additional Remarks Schedule , If more space is required) CERTIFICATE HOLDER City of Cupertino 10300 Torre Avenue Cupertino. California 95014 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXf> TION DATA_ THEREOF, NOTICE WILL .-BE DELIVERED IN A/ DANCE IT 'f'E',(,'OLICY PROVISIONS. ././' , .,/ ,/ © 1988-2010 ACORD CORPORATION. All rights reserved .