Loading...
HomeMy WebLinkAbout06998 - RALPH ANDERSEN & ASSOC - RECRUITMENT SERVICES FOR VARIOUS POSITIONS CONSULTING SERVICES AGREEMENT (Executive Recruitment for Director of Parks & Recreation by Ralph Andersen &Associates) THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on July 15, 2018, by and between the City of Palm.Springs, a California charter city and municipal corporation ("City"), and Ralph Andersen & Associates, a Recruitment Agency, ("Consultant"). City and. Consultant are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires the services of a recruitment agency for an executive recruitment, for a Director of Parks & Recreation, ("Project"). B. Consultant has submitted to City a proposal to provide an executive recruitment for a Director of Parks & Recreation,to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Consultant for the Project. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide an executive recruitment for a Director of Parks & Recreation to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "services" or "work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Consultant services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. ] Revised:1131/18 720599.1 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. Consultant shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit"A". The total amount of Compensation shall not exceed $22,990. 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall submit to City an invoice for services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on percent of completion for authorized services performed. City shall pay Consultant for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 2 Revised:1/31/18 720599.1 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Maieure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, if Consultant notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for'performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect commencing on July 15, 2018, and ending on December 31, 2018, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer after such notice. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act and make all decisions in its behalf with respect to the specified services and work: Heather Renschler, President and Chief Executive Officer. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Consultant shall refer any 3 Revised:1/31/18 720599.1 decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform any services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required, except as otherwise specified. Consultant shall perform all required services as an independent Consultant of City and shall not be an employee of City and shall remain at all times as to City a wholly independent Consultant with only such obligations as are consistent with that role; however, City shall have the right to review Consultant's work product, result, and advice. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the services in this Agreement. Consultant shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. Name: Title: Heather Renschler President, Chief Executive Officer Various Administrative Consultant assigned Administrative Staff to assist as necessary 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Consultant's employees included), for 4 Revised:1/31/18 720599.1 damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives, and agents, that arise out ofor relate to Consultant's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Consultant is a "design professional" under California Civil Code Section 2782.8,then: A. To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually"Indemnified Party"; collectively"Indemnified Parties") against any and all liabilities; claims,judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Consultant's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Consultant, its agents, employees, or subcontractors, or arise from Consultant's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Consultant shall require all non-design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 7.1 in favor of the Indemnified Parties. In addition, Consultant shall require all non- design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 8. RECORDS AND REPORTS, 8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer reports concerning the performance of the services required by this Agreement, or as the Contract Officer shall require. 5 Revised:1/31/18 720599.1 8.2 Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement shall be the property of City. Consultant shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Consultant may retain copies of such documents for Consultant's own use. Consultant shall have an.unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Consultant shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the,Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 6 Revised:1/31118 720599.1 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 9.5 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by .City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, 7 Revised:1/31/18 720599.1 including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Ralph Andersen &Associates Attention: Heather Renschler, President, Chief Executive Officer Corporate Headquarters 5800 Stanford Ranch Road, Suite 410 Rocklin, California 95765 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement 8 Revised:1/31/1 S 720599.1 be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: ?j� �� B . David H. Ready, City Manager APPROVED BY Cq Y MM AGER APPROVED AS TO FORM: ATTEST -d ,q a oo l A i r-ov/ By: _ Edward Z. Kotkin 6nithony is City Attorney City Clerk "CONSULTANT" Ralph Andersen &Associates Date: July 9, 2018 By : yuzct)_�_ Heather Renschler President, Chief Executive Officer 720599.1 9 Revised:1/31/18 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of Calif is ) �� � ) County of , //1 r Ori, r before me, 7 GL�II�% Date Here Insert Name and Title of the Ofii er personally appeared 14d)kil-d�&n 66-1,1x l/ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/arm subscribed to the within instrument and acknowledged to me that-he/she/tom executed the same in t-rislher/tbeirauthorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and fficial seal. DIANA HAUSSMANN �- Notary Public-California Placer County = Signature, U� = Commission#2165625 t Signature of Notary Public My Comm.Expires Sep 25,2020 Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑General ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact ❑Trustee ❑ Guardian or Conservator ❑Trustee ❑ Guardian or Conservator ❑Other: ❑ Other: Signer Is Representing: Signer Is Representing: ©2014 National Notary Association •www.NatiortaiNotary.org • 1-800-US NOTARY(1-800-876-6827) Item #5907 EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance ]] Revised:1/31/18 720599.1 Ralph Andersen &Associates July 5, 2018 Dr. David H. Ready City Manager City of Palm Springs 3200 E Tahquitz Canyon Way Palm Springs, California 92262 Via Email: Stephanie.George(cr�palmsprinasca.gov Dear Dr. Ready: Ralph Andersen & Associates is pleased to submit this letter proposal to the City of Palm Springs for recruitment services for the position of Director of Parks & Recreation. We believe we have a strong understanding of the programmatic side of recreation services. Additionally, we know what these services mean to a community, from young children to teens and seniors. Also, knowing the number of community and special events, including parades, held by the City of Palm Springs, we can tap into our extensive network of contacts with the fairs and expositions in California and nationally. In addition to fairs and expositions (not listed) or special districts dealing only with open space and park lands, Ralph Andersen & Associates has conducted the following recent parks and recreation related recruitments (that include a recreation component) since 2008: • Albuquerque,NM ► ABQ BioPark Chief Executive (2016) • Cincinnati, OH ► Director of Recreation (2016) • Cupertino, CA ► Director of Recreation and Community Services (2016) • Denton, TX Parks and Recreation Director(2018) • Healdsburg, CA ► Community Services Director(2015) • McKinney, TX ► Parks &Recreation Director(Partial Search) (2017) • Palo Alto, CA ► Director of Community Services (2015) • Riverside, CA ► Parks, Recreation and Community Services Director(2014) Se r h r ng Pub lie S e c i o r C / i e n ! s S i n c e jgrifi,grunlbrrdRonch Road.Suilc,410.Rocklin,Colilornia 9576i Phone: 916;630-4900 Fax:916'C530-4911 Wehsfte. ruir.rullrlrernriar,ccrn.cnnr City of Palm Springs Page 2 • Ross, CA ► Recreation Manager(2014) • Sacramento, CA ► Parks and Recreation Director(2016) • San Francisco, CA ► Recreation and Parks Director(2008) • Santa Rosa, CA Recreation & Parks Director(2013) • Tracy, CA ► Parks and Recreation Director(2017) Approach to Executive. Search The successful search process relies heavily on person-to-person contact to identify outstanding potential candidates and, in the evaluation phase, to gain a complete understanding of the background, experience, and management style of the top candidates. The executive recruitment techniques used by Ralph Andersen & Associates have been developed and used successfully with hundreds of clients for more than 46 years. We feel that the key elements of the full search process, which can be tailored to fit the specific needs of City, should include: • Developing a comprehensive position profile based upon information obtained in meetings with the City Manager, Human Resources Director, and others as directed by the City. • Extensive personal outreach (both in person and via telephone) to highly qualified candidates focused primarily in California. • A marketing strategy that uses selected advertising to supplement the extensive candidate identification process, the Internet, and professional contacts throughout California. • A screening process that narrows the field of candidates to those that most closely match the needs of the City and is based on screening interviews with the top candidates. Candidates' education, experience, and credentials are matched to the criteria established in the position profile. • Delivering a product in the form of a search report that recommends a top group of candidates and provides the decision-makers with detailed information about their backgrounds and experience. • Assistance during the interview and selection process and in the negotiation of a compensation package. City of Palm Springs Page 3 Ralph Andersen & Associates has an outstanding reputation for being thorough and professional in the approach it takes in recruitments. Each candidate's match with the position is based on the individual's own set of professional experiences, management style, education and credentials, and overall fit with the organization and executive leadership. Project,Staffing Only senior members of Ralph Andersen & Associates are assigned to lead search assignments, ensuring that their broad experience and knowledge of the industry is brought to bear on our clients' behalf. The City will have Ms. Heather Renschler as Project Director. The full staff of the firm — from graphics to research to recruitment coordination — will be involved in this important recruitment process. Heather Renschler, Project Director Ms. Renschler has been with Ralph Andersen &Associates for more than 33 years and is the firm's President/CEO. Ms. Renschler has overseen the recruitment practice of Ralph Andersen & Associates for nearly 21 years and, as a result, is often involved with recruitments on a national scale and those of a highly sensitive and critical nature. She is experienced at . working with city councils, boards, staff members, and selection committees in the recruitment and selection process. Her network of , contacts and potential candidates are on a national scale. Prior to joining Ralph Andersen & Associates, Ms. Renschler had extensive private sector experience in the areas of construction management, health care, and working for a public accounting firm. Ms. Renschler attended the University of Toledo and majored in Accounting and Journalism and obtained a Bachelor's degree in Public Administration from the University of San Francisco. Paraprofessional and Support Staff Paraprofessional, graphics, and support staff will provide administrative support to the consultant team on this recruitment assignment. These may include Ms. Christen Sanchez, Ms. Diana Haussmann, Ms. Hannah Jones, Ms. Blanche Velazquez, Ms. Teresa Heple, Ms. Colleen Andrus, and Ms. Karen AllGood. Project Timing Upon award of this search assignment and execution of a contract, Ralph Andersen &Associates will complete the search within 90 days (or less) from the execution of the agreement between the City and the date finalists are presented.Important to note, we can accelerate the process or slow down as needed based on the City's specific.needs. Negotiation with the top candidate will take an additional week or two after finalist interviews. We anticipate the ability to start this search immediately upon authorization to proceed in early July. An appropriate closing date will be determined considering that many candidates are on. vacation during the summer months, so activity level is often reduced. City of Palm Springs Page 4 Project Cost The search effort for a Director of Parks & Recreation will be a comprehensive search process with a focus primarily in California. The review of resumes and qualifications will be conducted on all candidates that submit giving the City the ability to select from a broad field of qualified candidates. The fixed fee for professional services and expenses is $22,990 for a full search process. This reflects a professional discount of $2,000. Expenses included in this fixed fee include such items as consultant travel (includes up to 2 trips to the City), clerical, graphics, research, printing and binding, postage and delivery, and long-distance telephone charges. On top candidates, Internet and Lexis/Nexis searches will be conducted. Additionally, education verifications, DMV check, wants and warrants, civil and criminal litigation search, and credit check will be conducted on the top (1 to 3) candidates. Reference checks will be conducted only on the top candidate. Exclusions: The City will be responsible for the cost of advertisements and all candidate expenses related to on-site interviews. Ralph Andersen & Associates will develop the ads for placement. Invoicing: Ralph Andersen & Associates will bill the City in four payments. Progress payments will be due upon receipt. Any consultant travel outside the scope of the contract will be billed to the City for actual expenses only. Additional Hire: Should the City hire more than one candidate from this search effort, the City will be billed an additional fee of 30% of the fixed fee price. Guarantee Ralph Andersen & Associates offers the industry-standard guarantee on our full search services. If within a one-year period after appointment the Director of Parks & Recreation resigns or is dismissed for cause, we will conduct another search free of all charges for professional services. The City of Palm Springs would be expected to pay for the reimbursement of all incurred costs. Should you need any additional information, please feel free to call Ms. Heather Renschler at (916) 630-4900 or directly on her cell phone (916) 804-2885. Respectfully Submitted, Ralph Andersen &Associates EXHIBIT "B" INSURANCE PROVISIONS Including Verification of Coverage,, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) J ' 12 Revised:1/31/18 720599.1 INSURANCE 1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Consultant shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by,City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: / required is not required; 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Consultant's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer. shall waive all rights of subrogation and 13 Revised:1/31/18 720599.1 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Consultant provides claims made professional liability insurance, Consultant shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Consultant's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Consultant's services under this Agreement. Consultant shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or.better, unless otherwise acceptable to the City. 6. Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences.' City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or(2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. or 'for any and all work performed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No. it or 'for any and all workperformed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 720599.1 14 Revised:1/31/18 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Consultant guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds).. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 15 Revised:1/31/18 720599.1 CONSULTING SERVICES AGREEMENT (Executive Recruitment for Director of Finance by Ralph Andersen &Associates) THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on June 11, 2018, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Ralph Andersen & Associates, a Recruitment Agency, ("Consultant'). City and Consultant are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires the services of a recruitment agency for an executive recruitment, for a Director of Finance, ("Project'). B. Consultant has submitted to City a proposal to provide an executive recruitment for a Director of Finance, to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Consultant for the Project. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide an executive recruitment for a Director of Finance to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "services" or "work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Consultant services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 720599 1 I Revised:1/31118 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. Consultant shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit"A". The total amount of Compensation shall not exceed $24,990. 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall submit to City an invoice for services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on percent of completion for authorized services performed. City shall pay Consultant for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 2 Revised:1131118 720599.1 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 43 Force Maieure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, if Consultant notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect commencing on June 11, 2018, and ending on December 31, 2018, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer after such notice. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act and make all decisions in its behalf with respect to the specified services and work: Heather Renschler, President and Chief Executive Officer. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Consultant shall refer any 3 Revised: 1131118 72u5H� i decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform any services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required, except as otherwise specified. Consultant shall perform all required services as an independent Consultant of City and shall not be an employee of City and shall remain at all times as to City a wholly independent Consultant with only such obligations as are consistent with that role; however, City shall have the right to review Consultant's work product, result, and advice. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the services in this Agreement. Consultant shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. Name: Title: Heather Renschler President, Chief Executive Officer Various Administrative Consultant assigned Administrative Sta/rto assist as necessary 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Consultant's employees included), for 4 Revised:1131118 7205901 damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 DesiQn Professional Services Indemnification and Reimbursement. if the Agreement is determined to be a "design professional services agreement" and Consultant is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually"Indemnified Party'; collectively"Indemnified Parties") against any and all liabilities, claims,judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Consultant's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Consultant, its agents, employees, or subcontractors, or arise from Consultant's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Consultant shall require all non-design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 7.1 in favor of the Indemnified Parties. In addition, Consultant shall require all non- design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 8. RECORDS AND REPORTS 8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer reports concerning the performance of the services required by this Agreement, or as the Contract Officer shall require. 5 Revised:1131/18 ?2US�i9 I 8.2 Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement shall be the property of City. Consultant shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Consultant may retain copies of such documents for Consultant's own use. Consultant shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Consultant shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. G Revised:1131118 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 9.5 Leaal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, 7 Revised:1/31118 77it)99_[ including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Ralph Andersen & Associates Attention: Heather Renschler, President, Chief Executive Officer Corporate Headquarters 5800 Stanford Ranch Road, Suite 410 Rocklin, California 95765 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement 8 Revised:1131/18 �3u5mt_t be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authoritv. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are fonnally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: By. APPROVED BY CITY MANAGER David Ready, PhD 1. q� DO City Manager v4 Q. tv"lZ0 APPROVED AS TO FORM: ATTEST By�11� By: Edward Z. Kotkin I Wthony a City Attorney City Clerk "CONSULTANT" Ralph Andersen & Associates Date: d� By ; Heather Renschler President, Chief Executive Officer Net To Itmood �a 1 Without The Express Written Authorization Of The City Manager. 720599.1 9 Revised:V3V18 CALIFORNIA ALL-PURPOSE At; MLEDGMENT CIVIL CODE§1189 A many public or antis officer co piearg the cerb6i, ventiim"the i WMTY Of The Aadv4Ld r<ho aipied the document to which eite certifcste a attached Ord not the t Aftnsx.aoarracy,Or w6drj of rtar dmrrm. Mate of Calif ) County of a-zi-(.. ) /CJ On LlI1G /?a ;W/,� before me. /� � 111�5311,2ww, �7�d/l�l L�i�s� Dsfs Irra d NF s acidTrfte of ON perxnfly appeared cG �- /7'C--i7'Sr_=/t mvre(ci of who proved to me on the beau of nafiafactory evidence to be the persan(a) wtose name(a) ia/are, aubacribed to the within in.^bvment and acknowledged to me that ha>he/they executed the canna in hieJher/their outhori:.ed capacity(er),and that by hi:JhwjUw r aignature(a)on the inzir mrent the peroan(o). or the entity upon behalf of wtuch the per--uxgc)acted.executed the inahsment. 1 certify under PENALTY OF PERJURY under the lawn of the U of California that the foregoing pamgmph DO DIANAHAUSSMANN u true and correct Notary Public -California WME ;my hard and official a". Placer County z Commission A 2165825n $e�L�!L 'l/L� ��� �� M Comm. Expires Se 25,202D Cignahrrs ofAb&ryPubJrc Place Notwy Seat Above Of T70NAL Though fin c aecton is opfiavWa completing the informabon can deter aft rnffon of the documefrt or fraudu;ant rwtt=hrnBRt of tt=form to an urunfended domAment. Description of Attached Docwnent Title or Type of Document Document Date: Number of Page*: Signer(a) Other Than Named Move: Capocity(es)Clairned by Signer(a) Cignei a Name: Signer's Name. ❑Corporate Officer—Tdie(a): ❑Corporate Officer—T3le#). ❑Partner— ❑Limited ❑General ❑Partner— ❑Limited ❑General ❑individual ❑Attorney;n Fact ❑Individual ❑Attorney n Fad ❑Truatse ❑Guardian or Conservator ❑Trustee ❑Guardian or Conservator ❑Other. ❑Other: Cigrter Is Repre?eribrig: Signer 13 Repmeernting: �'!^g14 Nabw-d notary A---o"*m-www.M9crm24otsy_wg•1-900.LRi NGTARY 0-BDD-8;54W7) Item OW l ll Revised:V31/18 720599.1 EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance 72n599 1 11 Revised:1/31!18 . rARalphkderwn June 15, 2018 Dr. David H. Ready City Manager City of Palm Springs 3200 E Tahquitz Canyon Way Palm Springs, California 92262 Via Email: Stephanie.Georee(a'ipalmsprinesca.eov Dear Dr. Ready: Ralph Andersen & Associates is pleased to submit this letter proposal to the City of Palm Springs for recruitment services for the position of Director of Finance & Treasurer. Ralph Andersen & Associates has conducted the following recent finance related recruitments since 2017: • Beverly Hills, CA Assistant Director of Administrative Services/ Finance (2017) Director of Finance (Current Search) Independent City Auditor(Current Search) • Broward County, FL County Auditor(2017) Director of Management and Budget (2017) • Cupertino, CA Finance Manager(2017) 0 Denton, TX Director of Finance(Background) (2017) • El Paso, TX Chief Financial Officer(2018) • Goleta, CA Finance Director(2017) Oakland, CA Budget Administrator(2018) • Reno, NV } Finance Director(2017) • Roseville, CA Director of Finance (2017) S e r v i n g Pub tic Sc etor C1 iertts Silrce 1 y i 5800 Stanford Ranch Road.Sake 410,Rockhn.Califurnla 95765 Phone:9M630-4900 Far 916 630-a911 Website:H m w.tnlphandersen,cons City of Pahn Springs Page 2 • Sacramento, CA City Treasurer(2017) • San Francisco International Airport Capital Finance Director(2017) • Sonoma, CA Deputy Finance Director(Current Search) • Turlock Irrigation District Chief Financial Officer/Assistant General Manager Financial Services (2017) • Ventura Regional Sanitation District, CA Director of Finance(2017 & Current Search) Approach to Executive Search The successful search process relies heavily on person-to-person contact to identify outstanding potential candidates and, in the evaluation phase, to gain a complete understanding of the background, experience, and management style of the top candidates. The executive recruitment techniques used by Ralph Andersen & Associates have been developed and used successfully with hundreds of clients for more than 46 years. We feel that the key elements of the fall search process, which can be tailored to fit the specific needs of City, should include: • Developing a comprehensive position profile based upon information obtained in meetings with the City Manager, Human Resources Director, and others as directed by the City. • Extensive personal outreach (both in person and via telephone) to highly qualified candidates focused primarily in California. • A marketing strategy that uses selected advertising to supplement the extensive candidate identification process, the Internet, and professional contacts throughout California. • A screening process that narrows the field of candidates to those that most closely match the needs of the City and is based on screening interviews with the top candidates. Candidates' education, experience, and credentials are matched to the criteria established in the position profile. • Delivering a product in the form of a search report that recommends a top group of candidates and provides the decision-makers with detailed information about their backgrounds and experience. • Assistance during the interview and selection process and in the negotiation of a compensation package. City of Palm Springs Page 3 Ralph Andersen & Associates has an outstanding reputation for being thorough and professional in the approach it takes in recruitments. Each candidate's match with the position is based on the individual's own set of professional experiences, management style, education and credentials, and overall fit with the organization and executive leadership. Project Staffing Only senior members of Ralph Andersen & Associates are assigned to lead search assignments, ensuring that their broad experience and knowledge of the industry is brought to bear on our clients' behalf. The Gq, will have Ms. Heather Renschler as Project Director. The full staff of the firm — from graphics to research to recruitment coordination — will be involved in this important recruitment process. Heather Renschler, Project Director Ms. Renschler has been with Ralph Andersen & Associates for more than 33 years and is the firm's President/CEO. Ms. Renschler has overseen the recruitment practice of Ralph Andersen & Associates for nearly 21 years and, as a result, is often involved with recruitments on a national scale and those of a highly sensitive and critical nature. She is experienced at working with city councils, boards, staff members, and selection committees in the recruitment and selection process. Her network of contacts and potential candidates are on a national scale. Prior to joining Ralph Andersen & Associates, Ms. Renschler had extensive private sector experience in the areas of construction management, health care, and working for a public accounting firm. Ms. Renschler attended the University of Toledo and majored in Accounting and Journalism and obtained a Bachelor's degree in Public Administration from the University of San Francisco. Paraprofessional and Support Staff Paraprofessional, graphics, and support staff will provide administrative support to the consultant team on this recruitment assignment. These may include Ms. Christen Sanchez, Ms. Diana Haussmann, Ms. Hannah Jones, Ms. Blanche Velazquez, Ms. Teresa Heple, Ms. Colleen Andrus, and Ms. Karen AIIGood. Project Timing Upon award of this search assignment and execution of a contract, Ralph Andersen & Associates will complete the search within 90 days (or less) from the execution of the agreement between the City and the date finalists are presented. Negotiation with the top candidate will take an additional week or two after finalist interviews. We anticipate the ability to start this search in late June. An appropriate closing date will be determined considering that many candidates are on vacation during the summer months, so activity level is often reduced. City of Palm Springs Page 4 Project Cost The search effort for a Director of Finance & Treasurer will be a comprehensive search process with a focus primarily in California. The review of resumes and qualifications will be conducted on all candidates that submit giving the City the ability to select from a broad field of qualified candidates. The fixed fee for professional services and expenses is $24,990 for a full search process. Expenses included in this fixed fee include such items as consultant travel (includes up to 3 trips to the City), clerical, graphics, research, printing and binding, postage and delivery, and long- distance telephone charges. On top candidates, Internet and Lexis/Nexis searches will be conducted. Additionally, education verifications, DMV check, wants and warrants, civil and criminal litigation search, and credit check will be conducted on the top (1 to 3) candidates. Reference checks will be conducted only on the top candidate. Exclusions: The City will be responsible for the cost of advertisements and all candidate expenses related to on-site interviews. Ralph Andersen & Associates will develop the ads for placement. Invoicing: Ralph Andersen & Associates will bill the City in four payments. Progress payments will be due upon receipt. Any consultant travel outside the scope of the contract will be billed to the City for actual expenses only. Additional Hire: Should the City hire more than one candidate from this search effort, the City will be billed an additional fee of 30%of the fixed fee price. Guarantee Ralph Andersen & Associates offers the industry-standard guarantee on our full search services. If within a one-year period after appointment the Director of Finance & Treasurer resigns or is dismissed for cause, we will conduct another search free of all charges for professional services. The City of Palm Springs would be expected to pay for the reimbursement of all incurred costs. Should you need any additional information, please feel free to call Ms. Heather Renschler at (916) 630-4900 or directly on her cell phone (916) 804-2885. Respectfully Submitted, Ralph Andersen & Associates EXHIBIT "B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) 12 Revised:1131118 7if15y9.! INSURANCE 1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Consultant shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: X required is not required; 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Consultant's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and 13 Revised:1131118 �ru949.1 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Consultant provides claims made professional liability insurance, Consultant shall also agree in writing either(1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Consultant's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Consultant's services under this Agreement. Consultant shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. S. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or(2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as ail additional insured... " ("as respects City of Palm Springs Contract No._" or 'for any and all work performed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City niav have..." ("as respects City of Pall: Springs Contract No._" or 'for any and all work performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder mmned." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 14 Revised:1131118 730599.1 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agentibroker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Consultant guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 720599 1 15 Revised:1131118 ACC)i E)� CERTIFICATE OF LIABILITY INSURANCE OATE(17120177 1 on 7rzo THIS CERTIFICATE IS ISSUED AS A MATTER 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 tho certificate holder Is an ADDITIONAL INSURED,the pelicy(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 t0 the certificate holder In lieu of such ondorsoment(s). PRODUCER (916)387-6800 (888)250-8403 NANEI�,_CT Ice Insurance Agency _ ____ Ice Insurance Agency PHONE JArc,xo,e.N:_C916) 387-6800 _ FAX (888)250-8403 PO Box 340338 pcogEss;info@iceins.com _.__. Sacramento,CA 95834 NSURERIS)AFFOROIN0 COVERAGE NAICa -- — -- -- _ __„_�__.._ wsURERA:Philadelphia INSURED Indemnity—Insurance Comp 18058 msuRERa:Hart_ford8ccident&_IrL nity_Company�2235,7,......_. Ralph Andersen&Associates INS URER C: 5800 Stanford Ranch Rd.,#400 INSURER D: Rocklin, CA 95765 INSURER E_ _ NSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS 15 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 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 FrO�'�-- MIFF _ LTR TYPE OF INSURANCEiNsR POLICY NUMBER MMlO0YrYYYY MOLJCI LINTS GENERALLIABILITY A - EACH CCCURRENCE S 1,000,000 IF- �tlAMAGE70T'E1iTcD 100000 '---' PREM�ESLEa ccc�rmncel _J_5.- �____-_ CWMS-NADE OCCUR MED EXP(Any me Pmsm) 5.000._.. PHS01283292 11/10/2017 11110/2018 PERSONAL S ADV INJURY S 1.000.000 ...... ,GENERAL AGGREGATE _..5 3,0000,000 GcNLAGGREGATE LIMT PPLIES PER PRGDLCTS-COhI?OP AGG. i3,000,QOO PCLICY ..,,PRO. ._._____ rT LCC 5 .AUTOMOBILE LIABILITY d �qcD IN LELNIii .... _ ',.(Eapcpwgng___ ANY AUTO __ EDGILY INJURY(Pat person) S A ALLONIJED SCHEDULED AUTOS AUTOS PHSD1283292 11/10/2017 11/10/2018 BODILY INJURY(Pat A[Cdent) 5 1/ NON.Orp.%ED .. _. H`R£D AUTCS AVTOS / PFbP�RiYDAMIAOc _._. Y/ S .[Per V( UMBRELLA LIAR OCCUR , EACH OCCURRENCE S1,000,000 A EXCESS LIAR _. .._ ._. _FT CLAIMSMAOE, PHUB603393 1V1012017 11/1012018 AGGREGATE s 1,000,000 QED V RETENTION 510,000 _ __._T__.. WORKERS COMPENSATION AND EMPLOYERS'LIA HILITY `hC S iATU OIH ANY PRCPAE'ORPARTNeR._ YIN ✓_.103Y L3 MjT.5_._. ER._.... B GFpICERRd'cit?ER EXCLUDc0_C U'Iv= NIA EL.EACH ACCIpSN Si Wilndeldry In NH) ❑Y S7WECP19708 t0rza12o17 1o/20/zo18--- _-.._.1000000 Irpes.descr'beundar / EL_05EASe EA EMPLOYEE 51 000,000 OESCRIPTION OF OPERAT IONS telly: V E: DISEASE L:IAT S 1 O '$2,000,000 Per Occurance OM A Errors and Omissions PHSD1283292 11/10/2017 11110/2018 $2,000,000 Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES fAttach ACORD 101.Addidonal Ramatks Schedule.If Plato sPaco Is required] City of Palm Springs, its elected officials, officers, employees, agents, and volunteers listed as ad ' ' nal insured CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Palm Springs ACCORDANCE WITH THE POLICY PROVISIONS. 3200 E. TahquitZ Canyon Way AUTHOROIED REPRESENT n l ! Palm Springs, California 92262 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(201D105) The ACORD name and logo are registered marks of ACORD Policy Number PHSD1283292 PI-BP-001 (9/05) 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 Icss", 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. Page 1 of 5 Includes copyright material of the Insurance Services Office,Inc.used with its permission. Policy Number PHSD1283292 PI-BP-001 (9105) 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: S. 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. Page 2 of 5 Includes copyright material of the Insurance Services Office,Inc.used with its permission. Policy Number PHSD1283292 PI-BP-001 (9/05) 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: 1. Medical Payments 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 cf: 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(a)) 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 Page 3 of 5 Includes copyright material of the Insurance Services Office, Inc.used with its permission. Policy Number PH5D 1283292 PI-BP-001 (9/05) 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. 5. Liberalization 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 casts 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 DA.—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." Page 4 of 5 Includes copyright material of the Insurance Services Office.Inc.used with its permission. Policy Number PHSD1283292 PI-BP-001 (9/05) 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. Page 5 of 5 Includes copyright malerial of the Insurance Services Office, Inc.used with its permission. CONSULTING SERVICES AGREEMENT (Executive Recruitment for a City Clerk by Ralph Andersen &Associates) THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement') is made and entered into on July 13, 2017, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Ralph Andersen & Associates, a Recruitment Agency, ("Consultant'). City and Consultant are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires the services of a recruitment agency for an executive recruitment, for a City Clerk, ("Project"). B. Consultant has submitted to City a proposal to provide an executive recruitment for a City Clerk, to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Consultant for the Project. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide an executive recruitment for a City Clerk, services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "services" or "work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Consultant services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 1 Revised:4/27/17 720599.1 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. Consultant shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit"A". The total amount of Compensation shall not exceed $24,990. 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall submit to City an invoice for services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the rates set forth in Exhibit "A" for authorized services performed. City shall pay Consultant for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 2 Revised:4127/17 720599.1 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Maieure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, if Consultant notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of one (1) year, commencing on July 13, 2017, and ending on July 12, 2018, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer after such notice. Consultant may terminate this Agreement, with or without cause, upon thirty(30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act and make all decisions in its behalf with respect to the specified services and work: Heather Renschler, President, Chief Executive Officer. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Consultant shall refer any 3 Revised:4127117 720599.1 decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform any services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required, except as otherwise specified. Consultant shall perform all required services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Consultant's work product, result, and advice. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the services in this Agreement. Consultant shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. Name: Title: Heather Renschler President, Chief Executive Officer Various Administrative Consultant assigned Administrative Staff to assist as necessary 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Consultant's employees included), for damage to property, including property owned by City, from any violation of any federal, state, 4 Revised:4127/17 III 720599.1 or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Deshin Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Consultant is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually"Indemnified Party'; collectively "Indemnified Parties") against any and all liabilities, claims,judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Consultant's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Consultant, its agents, employees, or subcontractors, or arise from Consultant's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Consultant shall require all non-design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 7.1 in favor of the Indemnified Parties. In addition, Consultant shall require all non- design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 8. RECORDS AND REPORTS 8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer reports concerning the performance of the services required by this Agreement, or as the Contract Officer shall require. 5 Revised:4/27117 720599.1 8.2 Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement shall be the property of City. Consultant shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Consultant may retain copies of such documents for Consultant's own use. Consultant shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Consultant shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 6 Revised:4/27/17 720599.1 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 9.5 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, gender identity, gender expression, national origin, physical or mental disability, medical condition, or ancestry. Consultant shall otherwise fully comply with the provisions of Palm Springs Municipal Code Section 7.09.040 relating to non- discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing 7 Revised:4127117 720599.1 if mailed as provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Ralph Andersen& Associates Attention: Heather Renschler, President, Chief Executive Officer Corporate Headquarters 5800 Stanford Ranch Road, Suite 410 Rocklin, California 95765 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 8 Revised:4W/17 720599.1 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: David H. Ready, PhD APPROVED BY CITY MANAGER City Manager & %0q,ggb.00 Ajjv APPROVED AS TO FORM: ATTEST By: �� By: 4�& Edward Z. Kotkin Kathleen D. Hart, MMC City Attorney Interim City Clerk "CONSULTANT" Ralph Andersen & Associates tinkle` kk ctvv�rrpaf (� dhx, Date: ,) JUA l `. �V l l 131 Heather Renschler President, Chief Executive Officer Not to Exceed $� ao Without The Express W ttf ten Authorization Of The City Manager 9 Revised:4127117 720599.1 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: By: David H. Ready, PhD City Manager APPROVED AS TO FORM: ATTEST By: By: Edward Z. Kotkin Kathleen D. Hart, MMC City Attorney Interim City Clerk "CONSULTANT" Ralph Andersen & Associates Date: July 14, 2017 By Robert Burg Executive Vice President 9 Revised:4127/17 ?20599.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California ) County of P1 acer ) On July 14, 2017 before me, Diana Haussmann, Notary Public Date Here Insert Name and Title of the Officer personally appeared Robert Burg ---------------------------------- Name(s) of Signer(s) ------------------------------------------------------------------- who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/EKO subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/hw~authorized capacity(ies),and that by his/l xk signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph YIY► C- is true and correct. INi1My 61 Public �C N11 WITNESS my nd and ici I seal. NroK ofMtr CarwrN"•Siam MV Cm,Enka ILM01 Signature Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer — Title(s): I Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑General ❑ Partner — ❑ Limited ❑ General -1 Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact _J Trustee ❑ Guardian or Conservator -J Trustee ❑ Guardian or Conservator _1 Other: -1 Other: Signer Is Representing: Signer Is Representing: ©2014 National Notary Association •www.NationaiNotary.org - 1-800-US NOTARY(1-800-876-6827) Item#5907 EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance 11 Revised:4127/17 720599.1 (pkRalph Andersen &Assoaates July 12, 2017 Dr. David H. Ready City Manager City of Palm Springs 3200 E Tahquitz Canyon Way Palm Springs, California 92262 Via Email: kim.peacherna,palmspringsca.gov Dear Dr. Ready: Ralph Andersen & Associates is pleased to submit this letter proposal to the City of Palm Springs for recruitment services for the position of City Clerk. Our most recent city clerk recruitment was for the City of Los Angeles in 2014. We do continue to have a statewide network and the ability to reach out to the California Clerks Association of California(CCAC) to solicit highly qualified applicants. It would be a pleasure to work directly for you on this search engagement. Approach to Executive Search The successful search process relies heavily on person-to-person contact to identify outstanding potential candidates and, in the evaluation phase, to gain a complete understanding of the background, experience, and management style of the top candidates. The executive recruitment techniques used by Ralph Andersen & Associates have been developed and used successfully with hundreds of clients for more than 45 years. We feel that the key elements of the fufl search process, which can be tailored to fit the specific needs of City, should include: • Developing a comprehensive position profile based upon information obtained in meetings with the City Manager, Human Resources Director, and others as directed by the City. • Extensive personal outreach (both in person and via telephone) to highly qualified candidates focused primarily in California. • A marketing strategy that uses selected advertising to supplement the extensive candidate identification process, the Internet, and professional contacts throughout California. • A screening process that narrows the field of candidates to those that most closely match the needs of the City and is based on screening interviews with the top candidates. Candidates' education, experience, and credentials are matched to the criteria established in the position profile. • Delivering a product in the form of a search report that recommends a top group of candidates and provides the decision-makers with detailed information about their backgrounds and experience. • Assistance during the interview and selection process and in the negotiation of a compensation package. S e r v i n g P u b l i c S e c t o r C l i e n t s S i n c e 1 9 7 2 SN00 Siunlord Hunch Road,Sure 410,Rocklin.California 95765 Phone: 916/630-4900 Fax:916i630-4911 Wcbaiwe vvw i,raipkandersen,com City of Palm Springs Page 2 Ralph Andersen & Associates has an outstanding reputation for being thorough and professional in the approach it takes in recruitments. Each candidate's match with the position is based on the individual's own set of professional experiences, management style, education and credentials, and overall fit with the organization and executive leadership. Project Staffing Only senior members of Ralph Andersen & Associates are assigned to lead search assignments, ensuring that their broad experience and knowledge of the industry is brought to bear on our clients' behalf. The City will have Ms. Heather Renschler as Project Director. The full staff of the firm — from graphics to research to recruitment coordination — will be involved in this important recruitment process. Heather Renschler, Project Director Ms. Renschler has been with Ralph Andersen& Associates for more than 32 years and is the firm's President/CEO. Ms. Renschler has overseen the recruitment practice of Ralph Andersen & Associates for nearly 20 years and, as a result, is often involved with recruitments on a national scale and those of a highly sensitive and critical nature. She is experienced at working with city councils, boards, staff members, and selection committees in the recruitment and selection process. Her network of contacts and potential candidates are on a national scale. Prior to joining Ralph Andersen & Associates, Ms. Renschler had extensive private sector experience in the areas of construction management, health care, and working for a public accounting firm. Ms. Renschler attended the University of Toledo and majored in Accounting and Journalism and obtained a Bachelor's degree in Public Administration from the University of San Francisco. Paraprofessional and Support Staff Paraprofessional, graphics, and support staff will provide administrative support to the consultant team on this recruitment assignment. These may include Ms. Christen Sanchez, Ms. Brianna Ham, Mr. Jeff McMurdo, Ms. Teresa Heple, Ms. Diana Haussmann, Ms. Hannah Jones, Ms. Mindy Radke, and Ms. Hillari Bynum. Project Timing Upon award of this search assignment and execution of a contract, Ralph Andersen & Associates will complete the search within 90 days (or less) from the execution of the agreement between the City and the date finalists are presented. Negotiation with the top candidate will take an additional week or two after finalist interviews. We anticipate the ability to start this search in late July or early August. Many candidates are on vacation during the summer months so activity level is reduced during these months. We also would recommend that the recruitment be held open until later in September to take advantage of the League of California Cities Conference in mid-September in Sacramento. City of Palm Springs Page 3 Project Cost The search effort for a City Clerk will be a comprehensive search process with a focus primarily in California. The review of resumes and qualifications will be conducted on all candidates that submit giving the City the ability to select from a broad field of qualified candidates. The fixed fee for professional services and expenses is $24,990 for a full search process. Expenses included in this fixed fee include such items as consultant travel (includes up to 3 trips to the City), clerical, graphics, research, printing and binding, postage and delivery, and long- distance telephone charges. On top candidates, Internet and Lexis/Nexis searches will be conducted. Additionally, education verifications, DMV check, wants and warrants, civil and criminal litigation search, and credit check will be conducted on the top (1 to 3) candidates. Reference checks will be conducted only on the top candidate. Exclusions: The City will be responsible for the cost of advertisements and all candidate expenses related to on-site interviews. Ralph Andersen & Associates will develop the ads for placement. Invoicing: Ralph Andersen & Associates will bill the City in four payments. Progress payments will be due upon receipt. Any consultant travel outside the scope of the contract will be billed to the City for actual expenses only. Additional Hire: Should the City hire more than one candidate from this search effort, the City will be billed an additional fee of 30% of the fixed fee price. Guarantee Ralph Andersen & Associates offers the industry-standard guarantee on our full search services. If within a one-year period after appointment the City Clerk resigns or is dismissed for cause, we will conduct another search free of all charges for professional services. The City of Palm Springs would be expected to pay for the reimbursement of all incurred costs. Should you need any additional information, please feel free to call Ms. Heather Renschler at (916) 630-4900 or directly on her cell phone (916) 804-2885. Respectfully Submitted, `F (�y�CelrAenc.°� Ralph Andersen& Associates