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HomeMy WebLinkAboutBOB HALL & ASSOCIATESyIN NC ONtI C*m N-2019-228 WORK MAY NOT PROCEED WC Declaration on file. CLERK OF COUNCIL a DATE. AGREEMENT WITH BOB HALL & ASSOCIATES FOR RECRUITMENT SERVICES between Robert Hall, an individual, doing business--as_,Bob Hall_ _&:,Associates (hereinafter ` onsultant") 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 recruitmdrits. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that they are knowledgeable in their 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 recruitment for the City's Assistant City Manager position as set forth in Consultant's proposal attached as Exhibit -A to this Agreement, and 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. The fees will consist of a flat fee of $18,500 and reimbursement for actual costs. The flat fee shall be paid in three installments as follows: (1) payment of $6,000 upon execution of this Agreement; (2) payment of $6,000 following the presentation of the candidates; and (3) payment of $6,500 upon candidate's acceptance of offer. The total sum authorized under this Agreement shall not exceed S21,500.00 during the term of this Agreement. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work, which fails to meet the standards of performance set forth in the Recitals, which may reasonably be expected by City. 3. TERM This. -Agreement shall commence on the date first written above and terminate on October 9, 20:W unless terminated earlier pursuant to Section 15, below. This Agreement can k'6e �terided 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 ihis 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 property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The z 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. ausiness- 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. e.. 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. 7. INDEMNIFICATION 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 3 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) frorn any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms 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 terms 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 horns. 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. 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 fax or other telegraphic conununication 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: 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 And, 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 Bob Hall & Associates Attention: Bob Hall 21050 Pacific City Circle, Suite 5123 Huntington Beach, CA 92648 Telephone (714) 309-9104 A party may change its address by giving notice in writing to the other patty. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, conununication 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 frilly 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 party, 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, which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 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 affnns 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. N-2019-228 19. MISCELLANEOUS PROVISIONS 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 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: g2Clerk of the Council I* APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By:�1�14� /k • �91 L� LAURA A. ROSSINI Senior Assistant City Attorney FOR APPROVAL: STEVIIN Executive Director of]Human Resources CITY OF SANTA ANA KRISTINE RIDGE City Manager Robert Hall Bob Hall & Associates EXHIBIT A Proposal and Fees The City of Santa Ana has requested our proposal to assist in the identification and recruitmontfor the position of Assistant City Manager. The Bob Hall & Associates team is well connected throughout California with a keen knowledge of talent in the Orange County and is prepared to offer a strong pool of top candidates. At Bob Hall &Associates, we pride ourselves in add inga personal, individualized touch to each roeruitingsearch. We begin the process by meeting with organization leaders to Obtain a complete indication of the qualitles of the ideal candidate. This emphasizes the importance in establishinga criterion for the position specific to the needs of the orgy nization. Our focus is putting both the City and the candidate in the best environment and situation to succeed. Our advertisement, outreach, and overall recruitment strategy will be tailored to the Citys desires. Bob Hall brings over30 years of experience in municipal government and leadership. Most recently, Hall has served as interim City Manager for Laguna Niguel and Stanton. During these stints, he ran the rocruidng sea rch for the City Ma na ger position in both cities. Prior to the interim positions, Bob Hall was the City Managerfor the City of Fountain Valley where he oversaw the $80 million budget, 226 employees, and quarterbacked their Fiscal Sustainability Plan which will provided the necessary funds to cover their long-term fina ncia I needs. He also served as Assistant City Managerforthe Cityof Huntington Beach where he oversaw the day to day operations of the departments of Human Resources, Finance, IT, CommunitySevices, Community Developmontand Public Works. Before assuming a leadership role, he worked in many departments, including General Services Directorforthe City of Riverside. Bob Hall holds a Bachelors degree in Physical Education and a Master's degree in Public Administration from California State University, San Bernardino: Hall is a member of ICMA, former Board MemberofCaI ICMAand has been an invited guestlectureratcal-State Northridge, Cal -State Fullerton and Long Beach State University. Bob Hall &Associates is happy to offer references if desired by the City. Below are testimonials of the efforts of Ebb Ha II & Associates team in recent City Manager searches. "Bob is very conscientious and works hard to match the candidates to the desires of the organization. He kept mew well informed throughout the process to ensure a clear understanding of the process." - Tamara Leteurneau, Laguna Niguel City M a nager "Bob Hall was very professional and did a great job of communicating tIrroughout the recruitment process. Hew as able togive me a rundown on the needs of the organization as wall as the dynamics of, the City Council to ensure I was a proper match for the organization."- Jarad Hilden brand, Stanton City Manager 1=91[= Bob Ha II will meet with the City to discuss the strategy for the search as well as COM IT UriCatiOn preferences and projeottinieline. Bob Hall will be in touch with the CitythroughOUt the process keeping them up to date. In the meeting, the search criteria will be determined to help aid the Ebb Hall & Associates team in narrowing die search to appropriate candidates based! on the specific goals and qualities of the orga nization. Ott reach Outreach begins with the creation of a job a rinouncemeritthat will be advertised for the public to see on other online platforms Public CEO, California City Afews, GovernmentJobs.com and in Western Cities magazine. Candidate Identificetian Following the creation of the jab announcement and advertisement of the position, the Bob Hall & Associates team will actively seek out qua lified candidates tapping into the network of talented prospects bath local to Ora nge County and across the State of California. Unlike other firms, Bob Hall & Associates focuses on adding personal touch to the identification process by tailoring the recruiting process to the needs and desires of the organization. Both advertisement and active recruiting will result in a collection of applications and resumes from potential candidates leading to a deeper evaluation of each individual. w- Screening Every application will be carefully exam Inod and those that most closely fit the criteria indicated by the organization will be subject to a more thorough eva Iuabon. Such evaluation will focus on aspects such as professional experience, size and complexity Of Current organization as compared to the advertised position. InItlel Research and IntervIlms Research will be conducted on top candidates in the form of Internet searches and other public profiles to ensure prospects' values, experiences, and history match the criteria established by the organization. Fallowing research, preliminary interviews wiil be conducted via phone, video-conferencing, or face-to-face, depending on candidates' location. Bob Hall & Associates will manage the selected finaIistcandidates. Top candidates will be presented to the City for consideraflon to determine which candiclatr:s will be interviewed. Citywill be provided with detailed description of work history and other important information about each candidate prior to selection and schedulingof interviews. Bob Hall & Associates will then schedule interviews with candidates and provide books containing detailed descriptions of each candidate to each momber of the interview panel. Task #13. Negotiations The Bob Hall & Associates team is willing and able to support the City in the negotiation process of the selected candidate's compensation package. After the organization has successfully chosen a candidate, the search will be closed out. This includes informing flnaIistcandidates of the status of the search via telephone. The recruitmentfor anew Assistant City Manager will be a Go Vote and comprehensive search in an effort to present the City with the most capable, talented candidates available. The fee to perform this search will be a fee of $18,600 plus costs, not to exceed $ 21,500. These add idonaI costs include advertising printing postage and delivery. Topcandidates will subject to education verifications, DMU checks, civil and criminal background check, and credit check. Fees will be collected in three installments as follows: 1. Upon execution of the Agreement - $ 6,000 2. Following Presentation of Candidates - $ 6,000 3. Upon Acceptance of Offer- $6,500 ProJect Timallne Atypical search will be conducted in a 90 to 120•day period from start to finish. Following the final selection, negotiations can take up to two weeks. • Week 1: Bob Flail &Associates Seleared as Search Firm • Week 2: Bob Hall & Associates meets with the City tra establish postition criteria • Week 3 & 4: Active Reoruting and Screening • Week 1 & 2: Active Recruting and Screening Continued Week 3 & 4: Consultant InterNews, preliminary Reference Checks, Finalists Selected and Submitted to City -Week 1: Candidate -City Interviews • Week 2: Candidate Selected and Negotiations • Week 3: Selection Made Bob Hall & Asscidatee Guarantee The Bob Hall & Associates tea m guarantees industry -standard services. If within one year following appointment, selected candidate resigns or is terminated for cause, our team will conduct another search free of professional services charges. However, the organization is expected to pay for incurred costs. CITY OF SANTA ANA RISK MANAGEMENT. Glm, a 4HUMAN RESOURCES _1 iManagfng Risk Mrougn POsliflfe Change ) WORKERS' COMPENSATION DECLARATION 1,°b d,/ °w"hereby affirm under penalty of perjury, the (Nome/Title) following declaration: I certify on behalf of �/a!� Jisg�cra j that during the term (Consultant/Company Name) of my contract for ✓e� ,� s0/0LC, 7 services with the City of Santa Ana, (Type of service provided) I will not employ any person in any manner so as to become subject to the workers' compensation laws of California, and agree that if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with the provisions and provide proof of workers' compensation coverage immediately. late: me: itle: �ure: Telephone: WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000). IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY'S FEES. kl Risk Mgmt1lnsurance Requirements)WC Declaration 08152019