Loading...
HomeMy WebLinkAboutC-8550-1 - PSA for City Manager RecruitmentPROFESSIONAL SERVICES AGREEMENT WITH ROBERTS CONSULTING GROUP, INC. FOR CITY MANAGER RECRUITMENT THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered into as of this 25th day of April, 2018 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and ROBERTS CONSULTING GROUP, INC., a California corporation ("Consultant'), whose address is P.O. Box 1127, Rancho Mirage, California 92270, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to provide executive recruitment services for the City Manager position ("Project'). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on January 1, 2020, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a fixed fee, not -to -exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Twenty Five Thousand Dollars and 00/100 ($25,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall invoice City as outlined in Exhibit B. Consultant's bills shall include a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates. City shall pay Consultant no later than thirty (30) calendar days after approval of the invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. Roberts Consulting Group, Inc. Page 2 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Norman Roberts to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the City Clerk's Office. The City Clerk or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all Roberts Consulting Group, Inc. Page 3 licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims'), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in Roberts Consulting Group, Inc. Page 4 this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual Roberts Consulting Group, Inc. Page 5 relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Consultant grants City an unconditional and irrevocable license to use each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, and City shall have the right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, Consultant grants City an unconditional and irrevocable license to use all material posted in cyberspace by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, and City shall have the right to use such materials in its discretion without further compensation to Consultant or any other party. Notwithstanding the foregoing, City agrees not to share the Documents with any other entity or person. Consultant shall, at Consultant's expense, provide the Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. Roberts Consulting Group, Inc. Page 6 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services 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 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 City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. Roberts Consulting Group, Inc. Page 7 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: City Clerk City Clerk's Office City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Valerie Roberts Roberts Consulting Group Inc. P.O. Box 1127 Rancho Mirage, CA 92270 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set Roberts Consulting Group, Inc. Page 8 forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. Roberts Consulting Group, Inc. Page 9 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 28.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Roberts Consulting Group, Inc. Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: y/2i../i,b r._ By: A-aro'n C Harp RAW y.t�•�8 City Attorney ATTEST: Date: y W Ili CITY OF NEWPORT BEACH, a Califor�a27 icipal corporation Date: , -i J, W01 III ft�,' — By: Lei ni I. Brown City Clerk CONSULTANT: Roberts Consulting Group, Inc., a California corporation Signed in Counterpart By: Valerie Roberts President and Secretary SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Roberts Consulting Group, Inc. Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE CITY OF NEWPORT BEACH, a California municipal corporation By: �,,. By: Aar C. H rp a+� v •2b (g Leilani I. Brown City Attorney City Clerk ATTEST: CONSULTANT: Roberts Consulting Date: Group, Inc., a Palifornia corporation Date: `} 127 18 By: By: ]� e— Leilani I. Brown Valerie Roberts City Clerk President and Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Roberts Consulting Group, Inc. Page 11 EXHIBIT A SCOPE OF SERVICES Consultant shall provide the following Services: Information Gathering and Analvsis Consultant will meet with the Mayor, Members of the City Council and other appropriate City individuals to obtain views of the position and expectations regarding desirable training, experience and personal characteristics of candidates. Consultant will also gather/review relevant information about the City and the position. After summarizing findings, Consultant will submit a draft Recruitment Brochure with the desired qualifications and characteristics for City's approval. The Recruitment Brochure that will be sent to potential candidates will include information about the City, the job, and the criteria established by City. Candidate Recruitment/Outreach Once the City has approved the Recruitment Brochure, Consultant will proactively seek out individuals with superior qualifications, invite, and encourage their interest. Announcements will be placed online and in professional journals. However, Consultant will rely heavily on its own experience and contacts. Consultant will not discriminate against any applicant for employment on the basis of race, religion, creed, age, color, marital status, sex, sexual orientation, disabilities, medical condition, veteran status or national origin. A substantial percentage of the placements made by Consultant over the years have been minority and/or female candidates. Initial Screenin Consultant will review, acknowledge and evaluate all resumes received. Initial screening shall be based upon criteria contained in the Recruitment Brochure, information contained in the resumes submitted to Consultant, and Consultant's knowledge of the people and organizations in which they work. Telephone screening shall be conducted with the most promising candidates to gain a better understanding of their backgrounds. Interim Reporting Upon completion of Consultant's initial screening, Consultant will assemble and submit a report of the leading candidates. This report will include summary resumes, supplemental information, and the original resumes of those candidates Consultant believes to be best qualified for the position. Supplemental information on a candidate typically includes: the size of the organization for which the person works, reporting relationships, budget responsibility, the number of people supervised, related experience and reasons for interest in the Roberts Consulting Group, Inc. Page A-1 position. Any other specific information will be dictated by the criteria set forth in the Recruitment Brochure. The purpose of the interim report is to allow City an opportunity to review the candidates prior to the conclusion of the search, and it allows Consultant to receive feedback on the caliber of the candidates recruited. In this way, City will not be surprised by the candidates, as City will have seen their qualifications prior to the final interviews. Of course, Consultant is flexible and may consider other individuals as final candidates who are subsequently identified and were not included in the interim report. Candidate Assessment Consultant will interview (either in person or via videoconference) those candidates whose qualifications most closely match the criteria established by City. Consultant will examine their qualifications and achievements in view of the selection criteria. Additionally, Consultant will verify degrees and certifications, and gather news articles via the internet. As part of Consultant's process in evaluating external candidates, Consultant will make telephone reference checks. In conducting these references, Consultant shall to speak directly with individuals who are, or have been, in a position to evaluate the candidate's performance on the job. These references and Consultant's evaluations provide the City with a frank, objective appraisal of the candidates. Following interviews by the City, Consultant will conduct references for the top candidate and conduct credit/criminal/civil litigation/motor vehicle record checks through an outside service (in compliance with the new State law, criminal record checks will not be done until after a conditional offer of employment is extended). Candidate Interviewing Consultant will assist City in scheduling final candidates for interview with City. In addition, Consultant will prepare a brief written report for those candidates most nearly meeting City's specifications, and will provide City with interviewing/selection tips, suggested interview questions, and rating forms for City's use. Candidates will not be ranked, for we believe it will then be a matter of chemistry between City and the candidates. Consultant will conduct a "briefing session" immediately preceding City interviews to make sure that the process flows smoothly, and will assist City in a "debriefing" immediately following the interviews. Once Consultant finalizes references on the top one or two candidates, Consultant will provide City with a detailed, supplemental written report. Client Meetings Consultant shall conduct the following three (3) meetings with the City at a time to be mutually agreed upon by the City and Consultant: 1. Meeting to develop the Recruitment Brochure; 2. Meeting to present the Interim Report; and Roberts Consulting Group, Inc. Page A-2 3. Meeting to attend interviews of final candidates. Additional Consultant Assistance Consultant's efforts do not conclude with the presentation of the final report. Consultant is committed to City until a successful placement is made. Services that are routinely provided include: • Arranging the schedule of interviews and the associated logistics for final candidates. • Advising on starting salary, fringe benefits, relocation trends and employment packages. • Acting as a liaison between client and candidate in discussing offers and counter offers. • Conducting a final round of reference checking with current employers (if not previously done for reasons of confidentiality). • Notifying unsuccessful candidates, who were not recommended for interview, of the decision. THE CITY'S ROLE Consultant shall work in partnership with the City in conducting a search. While Consultant may identify and recommend qualified candidates, the City must make the decision about which candidate to hire. City is required, under the United States Immigration Reform and Control Act of 1986, to verify an employee's eligibility to work in the United States. PROPOSED TIME SCHEDULE The following is a typical schedule to conduct a thorough recruitment. The schedule may be modified based upon the City's needs: Weeks 1 to 4 Meet with the Mayor, Members of the City Council and other appropriate individuals to gather background information. Develop and obtain approval for the Recruitment Brochure. Develop a list of potential candidates to target. Prepare and place advertisements. Weeks 5 to 9 Proactive recruitment -solicit, receive and acknowledge resumes. Evaluate resumes and gather supplemental information. Conduct preliminary telephone interviews with leading candidates. Week 10 Submit interim report and meet with you to review leading candidates. Roberts Consulting Group, Inc. Page A-3 Weeks 11 to 12 Verify degrees and certifications, gather news articles via the internet, and interview the best -qualified candidates. Week 13 Submit report on final candidates and initiate the interview process with you. Following Interviews Finalize references, conduct credit/criminal/civil litigation/motor vehicle record checks, and assist with negotiations. CONSULTANT'S COMMITMENT Consultant is committed to working with City until a placement is made; however, Consultant's fees are not contingent upon success in placing a candidate with City. Nevertheless, if the selected candidate (if recommended by Consultant for hire and other than an internal candidate) is terminated within one (1) year from the date of hire, Consultant will perform a new executive search consistent with this Scope of Services for no additional professional fee. Consultant would, however, expect to be reimbursed for any expenses that might be incurred because of this new executive search. Roberts Consulting Group, Inc. Page A-4 EXHIBIT B SCHEDULE OF BILLING RATES Consultant shall be paid a total fixed fee of $25,000 for this recruitment, which includes all Consultant's costs and expenses. Candidate travel is not included in this fee and is the sole responsibility of the City. Consultant shall invoice City in three (3) equal installments. An invoice will be submitted upon the completion of each of the following milestones: 1. Consultant's submission to City of the draft Recruitment Brochure. 2. The deadline for receipt of resumes. 3. Presentation of Consultant's report on the day of interviews (or 90 days following the Effective Date, whichever comes first). Roberts Consulting Group, Inc. Page B-1 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. Roberts Consulting Group, Inc. Page C-1 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers and employees or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, and pollution liability, if required, but not including professional liability or automobile liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers and employees shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Aqreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. Roberts Consulting Group, Inc. Page C-2 C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. G. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Roberts Consulting Group, Inc. Page C-3 Q SEW POST CITY OF NEWPORT BEACH O B, U S Cq<r FO FtN�P ROBERTS CONSULTING GROUP INC ACCOUNT NUMBER: BT30063036 PO BOX 1127 RANCHO MIRAGE, CA 92270 EXPIRATION DATE: 04/30/2019 INSTRUCTIONS AND CONDITIONS Welcome to the City of Newport Beach, and thank you for your business tax payment. This business tax certificate is evidence that the named business has paid a tax to conduct the business activity designated, within the City of Newport Beach, until the expiration date shown. Please notify the Revenue Division immediately if any of the information on this certificate changes. This certificate is valid only for the address indicated and must be displayed in a conspicuous location. If your business is not conducted at a permanent location, Newport Beach Municipal Code requires that any representative, while transacting business within the city, carry this certificate. This business tax certificate does not authorize the named business to conduct any activities regulated by the City of Newport Beach or other agencies. Authorization for such activities must be obtained from the appropriate departments prior to application for business tax including land use authorization from the City's Community Development Department Certificates are not transferable to any other party or person and are not pro -rated. Refunds are not provided once the certificate has been issued. Your business tax certificate is valid until the expiration date, and must be renewed annually prior to that date. Changes in type of ownership (i.e. from a sole proprietorship to a partnership or LLC), nature of business, or ownership void the current certificate and require filing of and payment for a new application. Additional certificates are required if additional types of business activity are initiated at the same address, or additional locations of the same business are established (Municipal Code Sections 5.04 through 5.08). For your convenience, the Revenue Division will mail a courtesy renewal notice, prior to the expiration date, to the mailing address of record. Non - receipt of the notice does not alleviate the requirement to renew. Penalties are imposed for late renewal at a rate of 25% per month to a maximum of 50% of the base tax. The Revenue Division is available to answer any questions regarding business tax certificates and requirements. Please call (949) 644-3141 or e-mail us at: RevenueHelp@newportbeachca.gov. You can also visit us on the internet at www.newportbeachca.gov. DISPLAY CONSPICUOUSLY AT PLACE OF BUSINESS FOR WHICH ISSUED CITY OF NEWPORT BEACH BUSINESS TAX CERTIFICATE THIS TAX PAYMENT EXPIRES: 04/30/2019 ACCOUNT NUMBER: BT30063036 SERVICE ADDRESS: �`�/PO OWNERTRINCIPALNAME: ROBERTS CONSULTING GROUP INC!' v VALERIE ROBERTS 77711 FLORA ROAD #207 `t OWNERSHIP TYPE: PALM DESERT, CA 92211 ® �� � CORPORATION BUSINESS CATEGORY: I- c 1 TAX INCLUDES PAYMENT FOR: EMPLOYMENT AGENCIES V ""a'-'_'`- �6 0 EMPLOYEES Y �dti SELLERS PERMIT: NO SELLERS PE C"- P DATE OF ISSUE: 04/27/2018 �� / FO PRINT DATE: 05/03/2018 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 5/1/18 Dept./Contact Received From: Jennifer Date Completed: 5/10/18 Sent to: Jennifer By: Jan Company/Person required to have certificate: Roberts Consulting Group, Inc. Type of contract: Other 1. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 4/1/18 — 4/1/19 A. INSURANCE COMPANY: Sentinel Insurance Company Ltd B. AM BEST RATING (A-: VII or greater): A+/ XV INSURANCE COMPANY: Sentinel Insurance Company Ltd (NOA/Hired) C. ADMITTED Company (Must be California Admitted): B. AM BEST RATING (A-: VII or greater) A+/ XV Is Company admitted in California? ® Yes ❑ No D. LIMITS (Must be $1M or greater): What is limit provided? $1M/$2M E. ADDITIONAL INSURED ENDORSEMENT — please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must ® Yes include): Is it included? (completed Operations status does D. LIMITS - If Employees (Must be $1M min. BI & PD and $500,000 not apply to Waste Haulers or Recreation) ® Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND UM, $2M min for Waste Haulers): What is limits provided? $1,000,000 COMPLETED OPERATIONS ENDORSEMENT (completed E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) Operations status does not apply to Waste Haulers) ® Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City (What is limits provided?) its officers, officials, employees and volunteers): Is it F. included? ® Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be G. PRIMARY & NON-CONTRIBUTORY WORDING: included): Is it included? ® Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured HIRED AND NON -OWNED AUTO ONLY: ❑ N/A is not limited solely by their negligence) Does endorsement ❑ No I. include "solely by negligence" wording? ❑ Yes ®No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): ® N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 4/1/18 — 4/1/19 A. INSURANCE COMPANY: Sentinel Insurance Company Ltd (NOA/Hired) B. AM BEST RATING (A-: VII or greater) A+/ XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS - If Employees (Must be $1M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? $1,000,000 E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) F. ADDITIONAL INSURED WORDING: ❑ N/A ❑ Yes ® No G. PRIMARY & NON-CONTRIBUTORY WORDING: ❑ N/A ❑ Yes ® No H. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ® Yes ❑ No I. NOTICE OF CANCELLATION: 0 N/A 9 Yes ❑ No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 4/1/18-4/1/19 A. INSURANCE COMPANY: State Compensation Insurance Fund B. AM BEST RATING (A-: VII or greater): Not Rated C. ADMITTED Company (Must be California Admitted): ® Yes ❑ No D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater) $1,000,000 F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® Yes ❑ No 11 Broker of record for the City of Newport Beach RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _ Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Approved: Risk Management Date " Subject to the terms of the contract.