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HomeMy WebLinkAbout25G - AGMT CMO RECRUITMENT SVCSREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 5, 2019 TITLE: AGREEMENT WITH COOPERATIVE PERSONNEL SERVICES (CPS -HR) TO CONDUCT A RECRUITMENT FOR CITY MANAGER (STRATEGIC PLAN NO. 7,7) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 161 Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the Acting City Manager and Acting Clerk of the Council to execute an agreement for the period from March 5, 2019 through December 31, 2019 with Cooperative Personnel Services (dba CPS -HR), to compensate for ancillary expenses related to the City Manager recruitment and selection process, for a total not to exceed $4,000 subject to non -substantive changes approved by the Acting City Manager and City Attorney. DISCUSSION Cooperative Personnel Services (CPS) provides professional human resources services (executive search, classification/compensation analysis and training) for public sector agencies. The firm has over 30 years of experience and has conducted hundreds of searches for municipal executives, including city managers. On June 20, 2017, the City entered into an agreement with CPS to conduct an executive search to fill the City Manager vacancy, in the amount of $25,000, with an expiration date of December 24, 2018; therefore, the new expenses will exceed the total aggregate amount within the fiscal year. The recruitment was conducted and the position was filled. However, a provision in the Agreement guaranteed that if the employment of the selected candidate ends before the completion of the first two years of service, CPS will repeat the recruitment to select a replacement. While the professional consulting services are provided at no cost, the City is responsible for reimbursable expenses such as advertising, travel, postage, etc. The executive search process for a replacement candidate will be comparable to the services provided in the previous recruitment. Although, the expenses shall not exceed $4,000, Council approval is necessary as the City and CPS are currently within a consultant agreement exceeding $25,000 therefore, it is recommended that the City enter into an agreement with CPS to reimburse for expenses in the executive search for City Manager per the attached agreement. 25G-1 Agreement with Cooperative Personnel Services March 5, 2019 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #7 Team Santa Ana, Objective #7 (Develop a culture of motivated and innovative leaders in the organization). FISCAL IMPACT The total sum to be expended under this agreement shall not exceed $4,000. Funds are budgeted in the Fiscal Year 2018-19 Human Resources Contractual Services account (account no. 01109050-62300). Steven V. ham Executive Director Human Resources Department Exhibit: 1. Agreement APPROVED AS TO FUNDS AND ACCOUNTS: - �V-01-wo Kathryn Down 64 K TM (2.5G) Executive Director Finance and Management Services Agency 25G-2 Exhibit 1 CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into this 5th day of March, 2019 by and between Cooperative Personnel Services dba CPS HR Consulting, a joint powers authority of the State of California (hereinafter "Consultant") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant and having special skill and knowledge in the field of performing executive management recruitments for public agencies. B. On June 20, 2017, City and Consultant entered into Agreement N-2017-113 whereby Consultant conducted a recruitment for City for the position of City Manager. That Agreement provided that, if the candidate selected for the position did not remain in the position for a two-year period, Consultant would repeat the recruitment charging only for incurred expenses. C. Consultant represents that it is able and willing to provide to the City executive management recruitment services, specifically, for the position of City Manager. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform an executive management recruitment for the position of the City's City Manager as outlined in the attach proposal (Exhibit A) which is incorporated herein by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. Consultant acknowledges that it will charge only for expenses incurred and not fees pursuant to the terns of Agreement N-2017-113 between the parties. The total sum to be expended under this Agreement shall not exceed $4,000 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not 25b-3 be made for work that fails to meet the standards of performance set forth in the Recitals that may reasonably be expected by City. 3. TERM This' Agreement shall commence on the date first written above and terminate on Decem�byer 31,-2019, unless terminated earlier pursuant to Section 15, below. This Agreement can be extended by a writing executed by the City Manager and City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to its employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression,_ including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance, which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to 28G-4 property, resulting from any act or occurrence arising out of Consultant's operations in the perfonnance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence and $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); and (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with California State law, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City. (ii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 26G-5 7. INDEibINIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terns of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terns of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terns of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant _shall _ defend and indemnify.. the City, its officers, . agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 26G-6 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant and disclosed without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons:. To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Fax (714) 647-6956 With courtesy copies to: And, Executive Director of Human Resources City of Santa Ana 20 Civic Center Plaza (M-24) P.O. Box 1988 Santa Ana, California 92701-1988 Fax (714) 647-6930 2513-7 To Consultant: City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702-1988 Fax (714) 647-6515 CPS HR Consulting 2450 Del Paso Rd, Suite 220 Sacramento, CA 95834 Fax (916) 263-3613 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the -event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail and will serve to fully supersede existing Agreement. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms or conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any parry, or anyone acting on behalf of any parties, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services that are the subject to this Agreement performed by City personnel or by other consultants retained by City. 2dG-8 15. TERMINATION This Agreement may be terminated by the City with thirty (30) days written notice of termination to the Consultant. a. As a condition of such payment,, the City may require Consultant to deliver to the City all the work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 16. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United Sates, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. T] u 16141Dl 61lR03[11IS S 7ti1l1i M [O) i; K a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this 2eG-9 Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: NORMA MITRE Acting Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: lc W A t\i9�lJl t LAURA A. ROSSINI Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: STEVEN V. PHAM Executive Director of Human Resources CITY OF SANTA ANA STEVEN MENDOZA Acting City Manager CONSULTANT GERALD GREENWELL Chief Executive Officer Cooperative Personnel Services Dba CPS HR Consulting 25'G-10 EXHIBIT A 256-11 Scope of Work — Executive Recruitment City Manager for the City of Santa Ana Phase 1: • Meet with City stakeholders to gather information on the organization and to develop the specifications and ideal candidate profile for theposition • Coordinate with the City on recruitment brochure and post brochure on CPS HR website • Place ads in trade journals, web sites and other appropriate sources • Print and distribute brochure/job announcement • Receive all resumes and acknowledge receipt thereof, including past applicants • Respond to inquiries from applicants and potential applicants • Keep client posted on recruitment progress • Conduct aggressive outreach by initiating contact with potential applicants and with referral sources Phase II: • Review application materials and identify candidates for further consideration • Conduct preliminary screening interviews • Submit "Client Report" (includes resumes, summary of resumes, notes, overview) • Meet with City to discuss the report and the results of the screening interviews in order for the City to identify an appropriate number to interview as finalists (orsemi-finalists) • Notify all interviewed applicants of their status Phase III: • Prepare an assessment process for finalists in coordination with the City • Schedule candidates for participation in finalist assessment; send invitations to candidates and coordinate travel/accommodations • Prepare evaluation materials • Facilitate finalist assessment process in coordination with the City • Conduct reference and background checks on top identified candidate(s) following assessment process Fees: The cost (professional fees) for the above activities is waived as the services fall under a two- year guarantee. Reimbursable expenses for advertising costs, supplies, mailings, background clieck(s) and consultant travel are at an approximate cost of NTE $4,000. Reimbursable expenses are billed monthly as incurred. Reimbursable expenyes to include: - advertising approximately $2,800 - consultant d•avel approximately $500 25G-12 - background check (I candidate) approximately $450 - supplies and fed -ex charges approximately $150 Note: travel costs for candidates are not included in this scope of work, 25G-13 25G-14