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HomeMy Public PortalAboutC-20-055 - Bob Hall & Associates, Executive Recruitment for Public Works DirectorAGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF CARSON AND BOB HALL & ASSOCIATES THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this 12th day of June, 2020 by and between the CITY OF CARSON, a California municipal corporation ("City") and BOB HALL & ASSOCIATES, a Sole Proprietorship ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." NOW, THEREFORE, the parties hereto agree as follows: 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Consultant shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Consultant warrants that it has the experience and ability to perform all work and services required hereunder and that it shall diligently perform such work and services in a professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. 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 the Agreement. 1.4 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit `B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 2. COMPENSATION 2.1 Contract Sum.. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of Twenty One Thousand Dollars ($21,000) ("Contract Sum"). 2.2 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub - 01007.0004/647011.1 1 category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by the City of any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.3 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual cost of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum but not exceeding a total contract amount of Five Thousand Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding thirty (30) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the 01007.0004/647011.1 -2- period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). 4. COORDINATION OF WORK 4.1 Representative of Consultant. Bob Hall is hereby designated as being the representative of Consultant authorized to act on its behalf with respect to the work and services specified herein and make all decisions in connection therewith. All personnel of Consultant and any authorized agents shall be under the exclusive direction of the representative of Consultant. Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, and shall keep City informed of any changes. 4.2 Contract Officer. Faye Moseley, Director of Human Resources and Risk Management, or such person as may be designated by the City Manager is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and to make all decisions in connection therewith ("Contract Officer"). 4.3 Prohibition Against Subcontracting or Assi nment. Consultant shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 4.4 Independent Consultant. Neither the 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 herein, except as otherwise set forth. Consultant shall perform all services required herein as an independent contractor of City with only such obligations as are consistent with that role. 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, or that it is a member of a joint enterprise with City. 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Covera.es. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per 01007.0004/647011.1 -3- occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, either the general aggregate limit shall apply separately to this contract/location, or the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than either (i) bodily injury liability limits of $100,000 per person and $300,000 per occurrence and property damage liability limits of $150,000 per occurrence or (ii) combined single limit liability of $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars, and any other automobile. (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit `B". (f) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of 01007.0004/647011.1 -4- insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsement to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the City's Risk Manager or other designee of the City due to unique circumstances. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, except claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services and shall keep such records for a period of three years following completion of the services hereunder. The Contract Officer shall have full and free access to such books, and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement or as the Contract Officer shall require. 6.3 Confidentiality and Release of Information. 01007.0004/647011.1 -5- (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than the City without prior written authorization from the Contract Officer. (b) Consultant shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives the City notice of such court order or subpoena. (c) If Consultant provides any information or work product in violation of this Agreement, then the City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify the City should Consultant be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. The City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with the City and to provide the City with the opportunity to review any response to discovery requests provided by Consultant. 6.4 Ownership of Documents. All studies, surveys, data, notes, computer files, reports, records, drawings, specifications, maps, designs, photographs, documents and other materials (the "documents and materials") prepared by Consultant in the performance of this Agreement shall be the property of the City and shall be delivered to the City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by the City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed 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 Los Angeles, State of California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to 01007.0004/647011.1 -6- Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the. invoices. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. 7.3 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 declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue any legal action under this Agreement. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either parry 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. 7.4 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder, but not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit "C". In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2. 7.5 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may 01007.0004/647011.1 -7- withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 8. MISCELLANEOUS 8.1 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 against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class 8.2 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount, which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.3 Notice. Any notice, demand, request, document, consent, approval, or communication 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 prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 8.4 Inteizration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 8.5 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 8.6 Waiver. No delay or omission in the exercise of any right or remedy by non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other parry requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 01007.0004/647011.1 -8- APPROVED AS TO FORM, ALES WRE & WYNDER, LLP Sun" Y, Sohai* City Athw*y i-� CONSULTANT. Nam, Itle. Addrm- Suite #512 Huntin" pSZ#ch, CA 92W m OEM CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 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 LOS ANGELES On , 2020 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized 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 official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER 0 mom] TITLE(S) PARTNER(S) ❑ LIMITED ❑ GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.0004/647011.1 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 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 LOS ANGELES On , 2020 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized 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 official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER ❑ ❑ INDIVIDUAL CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE EXHIBIT "A" SCOPE OF SERVICES I. Consultant will provide executive recruitment services for the City of Carson for the position of Director of Public Works (the "Services"), as follows: A. Consultant will work with the Contract Officer to familiarize themselves with the City's expectation for a new Director of Public Works. Consultant will learn the values and culture of the organization, as well as understand the current issues, challenges, and opportunities that face the City. Consultant will be clear on the City's expectations regarding the knowledge, skills and abilities sought in the ideal candidate and will work with the City to identify expectations regarding compensation and other items necessary to complete the successful appointment of the ideal candidate. The profile developed at this stage will drive subsequent recruitment efforts. B. After gaining an understanding of the City's needs, Consultant will design an effective advertising campaign appropriate for the Director of Public Works. Consultant will focus on professional journals that are specifically suited to the Director of Public Works. Consultant will also develop a professional recruitment brochure on the City's behalf that will discuss the community, organization, position and compensation in detail. Once completed, Consultant will mail the profile to an extensive audience (sufficient mailings at the sole reasonable determination of the Contract Officer), making them aware of the opportunity with the City of Carson. C. After cross-referencing the profile of the ideal candidate with Consultant's database and contacts in the field, Consultant will conduct an aggressive outreach effort, including making personal phone calls to prospective applicants, designed to identify and recruit outstanding candidates. Consultant recognizes that the best candidate is often not looking for a new job yet often is the person Consultant will actively seek to convince to become a candidate. Consultant expressly understands that aggressively marketing the Director of Public Works position to prospective candidates will increase the likelihood of the success of the search. D. Following the closing date for the recruitment, Consultant will screen the resumes received. Consultant will use the criteria established in Task A as a basis upon which to narrow the field of candidates. E. Consultant will conduct personal interviews with the top 10 to 12 candidates with the goal of determining which candidates have the greatest potential to succeed in the City of Carson. During the interviews, Consultant will explore each candidate's background and experience as it relates to the Director of Public Works position. In addition, Consultant will discuss the candidate's motivation for applying for the position and make an assessment of his/her knowledge, skills, and abilities to perform the functions of the position. Consultant will devote specific attention to establishing the likelihood of the candidate's acceptance of the position if an offer of employment is made. D-1 01007.0004/647011.1 F. Following the interviews, Consultant will conduct a review of published articles for each recommended candidate. Consultant will review various sources including but not limited to Lexis-NexisTM, a newspaper/magazine search engine, Google and social media. This will alert Consultant to any further detailed inquiries that may need to be made regarding particular candidates, and Consultant will promptly make such detailed inquiries. G. Based on the information gathered through meetings with the City, personal interviews with candidates, and any further information determined pursuant to any detailed inquiries, Consultant will prepare a detailed written report on each candidate that focuses on the results of Consultant's interviews and public records searches. Consultant will make specific recommendations, but the final determination of those to be considered will be made by the City. H. Consultant will assist the City in developing an interview process that objectively assesses the qualifications of each candidate. Consultant will adopt an approach that fits the City's needs (in the sole reasonable determination of the Contract Officer), whether it is a traditional interview, multiple interview panel and/or or assessment center process. Consultant will provide the City with suggested interview questions and rating forms and will be present at the interview/assessment center to facilitate the process. Consultant will facilitate the discussion so as to bring about a consensus regarding the final candidates. Consultant will work closely with Contract Officer to coordinate and schedule interviews and candidate travel. City's goal is to ensure that each candidate has a very positive experience, as a candidate's impression of the City will affect their interest in the position. I. Consultant will conduct credit, criminal, civil litigation, and motor vehicle record checks for the top one to three candidates based on the final interviews. In addition, those candidates will be the subjects of detailed, confidential reference checks. In order to gain an accurate and honest appraisal of the candidates' strengths and weaknesses, Consultant will talk candidly with people who have direct knowledge of their work and management style. Consultant will ask candidates to forward the names of their supervisors, subordinates, and peers for the past several years. Additionally, Consultant will speak confidentially to individuals who Consultant knows have insight into a candidate's abilities, but who may not be on their preferred list of contacts. At this stage in the recruitment, Consultant will also verify candidates' degrees. J. Consultant recognizes the critical importance of successful negotiations and can serve as the City's representative during this process (at the sole reasonable discretion of the Contract Officer). Consultant knows what other organizations have done to put deals together with great candidates and will be available to advise the City regarding current approaches to difficult issues such as housing and relocation, if applicable. Consultant will represent the City's interests and advise the City regarding salary, benefits, and employment agreements with the goal of putting together a deal, which results in the appointment of City's chosen candidate. Consultant will use its best efforts to assist the City in turning any difficult aspect of the recruitment into one that is viewed positively by both City and the candidate. K. Throughout the recruitment Consultant will provide the Contract Officer with updates on the status of the search upon request by the Contract Officer, in writing if the Contract Officer so requests. Consultant will also take care of all administrative details on City's behalf, as determined in the sole reasonable discretion of the Contract Officer. Candidates will receive personal letters, prepared by Consultant and approved by Contract Officer, advising them of their status at each critical point in the recruitment. In addition, Consultant will respond to inquiries from candidates and the City about the status of their candidacy within 24 hours. Every administrative detail will receive Consultants' full and complete professional attention. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. Advertising campaign details (sources, date of placement) B. Recruitment brochure (PDF and hard copy) C. Full Candidate list following application closing date D. Recommended Finalists book(s) E. Interview book(s) F. Results of reference and background checks III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the Contract Officer updated of the status of performance by delivering the following status reports and tangible work products: A. Task B: Consultant will periodically inform City (at interval agreed upon by City and Consultant) regarding number/quality of applicants B. Tasks C -D: Consultant will inform City regarding results of candidate screening and plans for preliminary interviews C. Task E -F: Consultant will meet with City regarding results of preliminary interviews and public records searches and determine final candidate pool D. Task G -H: Consultant will deliver detailed reports, interview questions and rating forms as provided in Tasks H -I E. Task 1: Consultant will provide City with results of references and background checks F. Task K: Consultant will deliver updates as provided in Task K IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. V. Consultant will utilize the following personnel to accomplish the Services: A. Bob Hall — Owner/Consultant EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text is indicated in bold italics, deleted text is indicated in st+ike4h-eugh. I. Section 2.2, Invoices, shall be amended as follows: "2.2 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by the Contract Officer City's Dir-eeter- of Finan v By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), professional services (by task), travel, materials, equipment, supplies, and sub -contractor contracts, if applicable. Sub -contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by the City of any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law." EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the following Services at the following rates: The consulting fee for conducting the Director of Public Works recruitment on behalf of the City of Carson is $21,000. Services provided for in the fee consist of all steps and services provided for in this Agreement including meetings on site. The City of Carson will be responsible for reimbursing expenses Consultant incurs on the City's behalf with the express understanding that such expenses shall be inclusive of the consulting fee of $21,000. Reimbursable expenses include such items as the cost of recruiter travel, if applicable; clerical support; brochure design and printing; express mail delivery; placement of ads/advertising; credit, criminal and civil background checks for one candidate; education verification; and public records searches. Postage, printing, photocopying, and telephone charges are allocated costs and included in the expense estimate. TASK RATE SUB -BUDGET Task A Flat Rate $2,100 Task B Flat Rate $2,100 Task C Flat Rate $2,100 Task D Flat Rate $2,100 Task E Flat Rate $2,100 Task F Flat Rate $2,100 Task G Flat Rate $2,100 Task H Flat Rate $2,100 Task I Flat Rate $2,100 Task J -K Flat Rate $2,100 II. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as a part of the final payment upon satisfactory completion of services. III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 2.3. IV. The City will compensate Consultant for the Services performed upon submission of a valid invoice at the completion of each task. Each invoice is to include, as applicable: A. Line items for all the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. V. The total compensation for the Services shall not exceed $21,000, as provided in Section 2.1 of this Agreement. EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform all services timely in accordance with the following schedule as agreed upon by Contract Officer on behalf of City: Task: Week Contract Start Date: 1 week from contract start date Initial Meeting(s): 2 weeks from contract start date Consultant develops recruitment brochure: 3 weeks from contract start date City approves brochure: 4 weeks from contract start date Job advertising and candidate sourcing: 8 weeks from contract start date Consultant reviews application packets: 9 weeks from contract start date Consultant conducts screening process: 10 weeks from contract start date City approves candidates: 12 weeks from contract start date City's interview panel convenes: 13 weeks from contract start date Reference/Background Checks: 14 weeks from contract start date Second Interviews by City, if necessary: 15 weeks from contract start date Offer of Employment: 16 weeks from contract start date H. Consultant shall deliver the tangible work products identified in Exhibit "A," Sections II and III, promptly to the City upon completion as well as upon request from Contract Officer. III. The Contract Officer may approve extensions for performance of the Services in accordance with Section 3.2. BOBHALL-02 LGARCIA2 ACORO" CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 6/9/2020 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 the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 0757776 HUB International Insurance Services Inc. 44 Second Street San Francisco, CA 94105 CONTACT NAME: A/cO No, Ext>: (415) 512-2100 I FAX, No):(415) 512-1115 E-MAIL ADDRESS: _ INSURERS) AFFORDING COVERAGE �_ NAIC # _ INSURER A : Lloyd's of London 115792 CLAIMS -MADE X OCCUR X INSURED INSURER B: INSURER C : Bob Hall Associates INSURER D : 21050 Pacific City Circle #5123 Huntington Beach, CA 92648 INSURERE: INSURER F: .PREMISES_(Ea occurrence) .. i S_.._ 5,000 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO 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. INT R',, TYPE OF INSURANCE ADDLiSUBR'. POLICY NUMBER POLICY EFF ! (POLICY EXP LIMITS A XCOMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 1,000,000 CLAIMS -MADE X OCCUR X IPS1001206728 _- DAMAGE TO RENTED i 250,000 8/15/2019 8/15/2020 .PREMISES_(Ea occurrence) .. i S_.._ 5,000 MED EXP (Any oneperson) $ Excluded PERSONAL & ADV INJURY $ !f GEN'LAGGREGATE LIMIT APPLIES PER: i GENERAL AGGREGATE $ 2'000'OOO POLICYIJE --- PT ---_ LOC _ 2--,0 00,000X CTS=COMP/OPAGG $ Employee Bens. 1,000,000 OTHER: is A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1 000,000 accident)_ ,...(Ea __. _. _$__. _ ANY AUTO -- _ PSI001206728, 8/15/2019 8/15/2020 BODILY INJURY �Perpersonj $....... OWNED SCHEDULED AUTOS ONLY '._ _ AUTOS ',, '',_BODILY INJURY�PeraccidentZ' WN X AUTOS ONLY X AUOTOS ONLY Pe�acEcitl n�AMAGE $ - UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED RETENTION $ '', $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY PER OTH STATUTE — - ER YIN ANY PROPRIETOR/PARTNER/EXECUTIVE NIA E.L. EACH ACCIDENT $ _ __---------- IOFFICER/MPMBEREXCLUDED7 ( andatorym H) ! E.L_._DISEASE EMPLOYEE '. $ If yes, describe under, _-EA DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT i $ A ''Prof Liability/Cyber PS1001206728 8/15/2019 8/15/2020 ',$1M Ea Claim/Agg: 1 1,000,000 A' Prof. Liability/Cyber PS1001206728 ! 8/15/2019 8/15/2020 Retention: 2,500 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Carson is added additional insured as repsect to named insured's operations under written contract as their interest may appear lya:4Il2fha\Ia City of Carson Attn: Faye Moseley 701 E. Carson Street Carson, CA 90745 i SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ! ' AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. 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