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18-080 Ralph Andersen & Associates, Professional Services Agreement Executive Search Services for City Manager Recruitment(" Ralph Andersen 11 & 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 perfo1m 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 perfo1m 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 May 10, 2018, 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 $35,000 (Thirty-Five Thousand Dollars) ("fixed fee"). Expenses included in the fixed fee include such items as advertising, consultant travel ( as needed; anticipated to be not more than four ( 4) day 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, DMV check, wants and warrants, civil and criminal litigation search, and credit checks will be conducted on the top ,/ Truditio11 of Exccllcn cc S in ce /9 7 ] 5 \11/1 \.,onion/ N,111cl, 1/u,ul \1111< ./ I 11. 1/oc!..lin. ( o!t/omiu \15 'li.i !'hon, 'I/ Ii (,3// ./'JIii/ r u.r 'I Ir, (,3/1 ./'I I I \\ d1,1t~. " , 11 r,J/phondcn, 11 co111 Professional S ervices Agreement Executive S ea rch S ervices Page2 two (2) candidates. The City will be responsible for all Candidate expenses related to onsite interviews. 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) Following kick-off and finalization ofrecrnitment brochure -$10,500 (Ten Thousand Five Hundred Dollars) b) After the closing date -$10,500 (Ten Thousand Five Hundred Dollars) c) After finalist interviews -$10,500 (Ten Thousand Five Hundred Dollars) d) Upon placement -$3,500 (Three Thousand Five Hundred Dollars) 7. Term . The te1m of this agreement shall commence upon execution of this Agreement by both parties, at which time the Consultant shall begin work on the Search (start date of mid- May anticipated) 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 120 days (one hundred twenty 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 incu1Ted during such search. 9. Termination. This agreement may be terminated: (a) by either party at any time for failure of the other pmty to comply with the terms and conditions of this Agreement; (b) by either paity 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 te1mination. 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 haimless 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 constrned to require indemnification of others . Professional Services Agreement Executive Search Services Page3 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: Heather Renschler Title: President/CEO Date: May 10, 2018 5800 Stanford Ranch Road, Suite 410 Rocklin, California 95765 (916) 630-4900 FAX: (916) 630-4911 Website: www.ralphandersen.com 10300 Torre Avenue Cupertino, California 95014 (408) 777-3200 FAX: (408) 777-3366 Website: www.cupertino.org ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/00/YYYY) � 10/16/2017 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 ��tl�cT Ice Insurance Aaencv Ice Insurance Agency J.��N,Jn c-••· (916) 387-6800 T ft� Nol: (888} 250-8403 PO Box 340338 �t1lJ�ss: info@iceins.com Sacramento, CA 95834 INSURER/SI AFFORDING COVERAGE NAIC# 1NsuRER A: Philadelnhia Indemnity Insurance ComQ 18058 I NSURED 1NsuRER B: Hartford Accident & Indemnity Comgany 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. NOT\NITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS 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 REDUCED BY PAID CLAIMS. INSR LTR A A A B A TYPE OF I NSURAN CE GENERAL LIABILITY 7 COM MERCIA L G ENERAL LIABILITY =o CLAI MS-MADE [ZJ OCCUR - G EN'L AGGREGATE LIMIT APPLIES PER: 71 POLICY n P,,§.QT AUTOMOBILE LIABILITY - ANY AUTO -ALL OWNED - AUTOS nLoc SCHEDULED AUTOS 7 z NON-OIM'IED HIRED AUTOS AUTOS :L UMBRELLA LIAB �OCCUR EXCESS LIAB CLAIMS-MADE OED I ./ I RETENTION s 10 000 WORKERS COMPENSATION AN D EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE [2J OFFICER/MEMBER EXCLUDED? (Mandatory In N H) �li���tfi� �foPERATIONS below Errors and Omissions ADDL SUBR POLICY EFF l��l"J%�, LIMITS ···--··-·-POLICY NUMBER IMM/00/YYYYI EACH OCCURRENCE s 1 000 000 ���t�iJ9E���nce\ s 100 000 MED EXP (Any one person) s 5 000 PHSD1283292 11/10/2017 11/10/2018 PERSONAL & ADV INJURY s 1.000.000 GENERAL AGG REGATE s 3 000 000 PRODUCTS· CO MP/OP AGG s 3 000 000 s ����!�ii>'NGLE LIMIT s 1 000 000 BODILY INJURY (Per person) s PHSD1283292 11/10/2017 11/10/2018 BODILY INJURY (Per accidenl) S ip�?��d��1�AMAGE s EACH OCCURRENCE s 1,000,000 PHUB603393 11/10/2017 11/10/2018 AGGREGATE s 1,000,000 s ./ I T�JT::.I.�;, I IOJ�- 57WECPl9708 E.l. EACH ACCIDENT s 1 000 000 NIA 10/20/2017 10/20/2018 E.L. DISEASE • EA EMPLOYEE s 1 000 000 E.L. DISEASE. POLICY LIMIT s 1 000 000 $2,000,000 Per Occurance PHSD1283292 11/10/2017 11/10/2018 $2,000,000 Aggregate DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space ls required) City of Cupertino its officers, agents, volunteers and employees listed as additional insured CERTIFICATE HOLDER City of Cupertino 10300 Torre Avenue Cupertino, California 95014 ACORD 25 (2010/05) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PI-BP-001 (9/05) Page 1 of 5 Includes copyright material of the Insurance Services Office, Inc. used with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS POLICY-ELITE ENHANCEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposures are provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy. Throughout this endorsement the words “you” and “your” refer to the Named Insured shown in the Declarations. The words “we”, “us” and “our” refer to the Company providing this insurance. Part 1: Property Coverage Enhancements: The following amendments are a part of the BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM: 1. Increased Glass Limits Section A. Coverage, item 4.b. is replaced by: b.With respect to glass (other than glass building blocks) that is part of the interior of a building or structure, or part of an outdoor sign, we will not pay more than $3,000 for the total of all loss or damage in any one occurrence. This Limitation does not apply to loss or damage by the "specified causes of loss", except vandalism. 2.Increased Fire Department Service Charge Section A. Coverage, item 5.c. is replaced by: c.Fire Department Service Charge When the fire department is called to save or protect Covered Property from a Covered Cause of Loss, we will pay up to $3,000 for your liability for fire department service charges: (1) Assumed by contract or agreement prior to loss; or (2) Required by local ordinance. 3. Reduced Waiting Period and Longer Duration for Civil Authority Coverage Section A. Coverage, item 5.i. is replaced by: i.Civil Authority We will pay for the actual loss of Business Income you sustain and necessary Extra Expense caused by action of civil authority that prohibits access to the described premises due to direct physical loss of or damage to property, other than at the described premises, caused by or resulting from any Covered Cause of Loss. The coverage for Business Income will begin 48 hours after the time of that action and will apply for a period of up to three consecutive weeks after coverage begins. Policy Number PHSD1283292 PI-BP-001 (9/05) Page 2 of 5 Includes copyright material of the Insurance Services Office, Inc. used with its permission. The coverage for necessary Extra Expense will begin immediately after the time of that action and ends: (1) 5 consecutive weeks after the time of that action; or (2)When your Business Income coverage ends; whichever is later. The definitions of Business Income and Extra Expense contained in the Business Income and Extra Expense Additional Coverages also apply to this Civil Authority Additional Coverage. The Civil Authority Additional Coverage is not subject to the Limits of Insurance. 4. Broadened Personal Property Coverage Section A. Coverage, item 1.b., the first paragraph is replaced by: b. Personal Property located in or on the buildings at the described premises or in the open (or in a vehicle) within 1,250 feet of the described premises, including: 5.Increased limits for Personal Property Off Premises Section A. Coverage, item 6.b. is replaced by: b. Personal Property Off Premises You may extend the insurance that applies to Business Personal Property to apply to covered Business Personal Property, other than "money" and "securities", "valuable papers and records" or accounts receivable, while it is in the course of transit or temporarily at a premises you do not own, lease or operate. The most we will pay for loss or damage under this Extension is $10,000. 6. Increased limits for Outdoor Property Section A. Coverage, item 6.c. is replaced by: c. Outdoor Property You may extend the insurance provided by this policy to apply to your outdoor fences, radio and television antennas (including satellite dishes), signs (other than signs attached to buildings), trees, shrubs and plants, including debris removal expense, caused by or resulting from any of the following causes of loss: (1) Fire; (2) Lightning; (3) Explosion; (4) Riot or Civil Commotion; or (5) Aircraft. The most we will pay for loss or damage under this Extension is $5,000, but not more than $1,000 for any one tree, shrub or plant. 7. Fire Extinguisher Recharge Section A. Coverage, item 6. Coverage Extensions will also include: You may extend the insurance provided by this coverage form to cover expenses you incur to recharge portable fire extinguishers, dry chemical, carbon dioxide, or liquid automatic fire extinguishing systems and the cost of resetting automatic fuel shut-off connections, if any of the above are discharged to fight a fire or are discharged due to a mechanical malfunction. The most we will pay for loss or damage under this extension is $3,000. Policy Number PHSD1283292 PI-BP-001 (9/05) Page 3 of 5 Includes copyright material of the Insurance Services Office, Inc. used with its permission. No deductible shall apply to this coverage. 8. Business Income Enhancement Section A. Coverage, item 5. Additional Coverages, section f. Business Income is amended as follows: The reference to “60 days” as the limitation on payroll expenses is replaced by “365 days.” 9. Lock Replacement Section A. Coverage, item 6. Coverage Extensions will also include: You may extend the insurance provided by this coverage form to cover necessary expense to repair to replace exterior or interior door locks of a covered building: a) If your door keys are stolen in a covered theft loss; or b)When your property is damaged and your door keys are stolen by the burglars. The most we will pay under this extension of $250 for any one occurrence. 10. Removal of Sewer Backup Exclusion Section B. Exclusions, item g(3) is amended to include: Backups of sewers will not be excluded, but the most we will pay for such losses is $500 in the policy period. Part 2: Liability Coverage Enhancements: The following amendments are a part of the BUSINESSOWNERS LIABILITY COVERAGE FORM: 11..MMeeddiiccaall PPaayymmeennttss If Medical Payments Coverage (Coverage A.2.) is not otherwise excluded from this Coverage Part: The Medical Expense Limit is changed subject to all the terms of Limits Of Insurance (Section D) to the greater of: a. $10,000; or b.The Medical Expense Limit shown in the Declarations of this Coverage Part. 2.Supplementary Payments In the Supplementary Payments – (Coverage A.1.d.): 1.The limit for the cost of bail bonds (item (2)) is changed from $250 to $500; and 2. The limit for loss of earnings (item (4)) is changed from $250 a day to $500 a day. 3. Blanket Additional Insureds Who is An Insured (Section C) is amended to include the following, but only for liability arising out of the negligence of the Named Insured: Each of the following is also an Insured: a. any Contractor, including contracting governmental entities, who hires you as their subcontractor; b. any person or organization who has an ownership interest in you; c.any lessor of leased equipment, who rents equipment to you, but only with respect to liability arising out of the maintenance, operation, or use by you, provided however that this Policy Number PHSD1283292 PI-BP-001 (9/05) Page 4 of 5 Includes copyright material of the Insurance Services Office, Inc. used with its permission. item c. will not apply to (1) any occurrence which takes place after the equipment lease expires; nr (2) “Bodily Injury” or “Property Damage” arising out of the negligence of the lessor or contractor engaged to operate the leased equipment; and d. any owner, mortgagor, lessor, landlord, condominium association or manager of a premises leased by you, but only for “occurrences” that take place while you occupy the premises, provided however that this item d. will not apply to structural alterations, new construction, or demolition operations; and With regard to parties applicable under items a. through d. above, the Insurer and the Named Insured agree to waive rights of recovery, as provided within the policy. Nothing contained in this section C. shall serve to nullify matters excluded under section B. of the policy. 4. Bodily Injury - Mental Anguish The definition of “bodily injury” is changed to read: “Bodily Injury”: a.Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (item a. above) at any time. 55..LLiibbeerraalliizzaattiioonn If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. 6.Employee Indemnification Defense Coverage Under SUPPLEMENTARY PAYMENTS – COVERAGES A.1.d., the following is added: (8) We will pay on your behalf defense costs incurred by an “employee” in a criminal proceeding, provided, however that you must have a prior written agreement with such “employee” whereby you agree to indemnify the “employee” for such defense costs, and the agreement includes a provision for repayment of defense costs in the event of an adverse judgment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $2,500 regardless of the number of employees, claims or "suits" brought or persons or organizations making claims or bringing "suits." 7. Amendment of Aggregate Limit SECTION D.4. – Aggregate Limits, item B is replaced by: b.All other injury or damage, including medical expenses, arising from all "occurrences" during the policy period is three times the Liability and Medical Expenses limit. This limitation does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire or explosion. 8. Amendment to Watercraft Exclusion Part B- Exclusions, item g.(2)(a) is amended by the following: The phrase “less than 26 feet” is replaced by “less than 51 feet.” Policy Number PHSD1283292 PI-BP-001 (9/05) Page 5 of 5 Includes copyright material of the Insurance Services Office, Inc. used with its permission. Part 3: Amendment of Conditions: 1. Other provisions of the policy notwithstanding, this policy will be primary for all losses covered herein, and the existence of other insurance will not serve to reduce our obligation. 2. You will have the right to waive our rights of recovery prior to a loss with respect to any party. This must be done in writing to affect our rights. Policy Number PHSD1283292