HomeMy WebLinkAbout04/05/2011 00 Packet CITY OF YAKIMA
NOTICE OF SPECIAL MEETING
YAKIMA, WASHINGTON
NOTICE IS HEREBY GIVEN that a special meeting of the Yakima City Council
will be held at the time, date and place indicated below, for the purpose of considering
the matter specified below.
Dated this 31 day of March, 2011.
/s/ Deborah Kloster, CMC
City Clerk
Date, time and place of Special Meeting:
Tuesday, April 5, 2011 at 12:00 noon in the Council Chambers at City Hall, 129 North
Second St., Yakima
f it Special Meeting called by:
Mayor Micah Cawley
Agenda:
12:00 Noon: Working Lunch to prepare for interviews of executive search firms for City
Manager — City Manager's Conference Room
Interviews with executive search firms — City Council Chambers
1:00 — 1:45 p.m. — Colin Baenziger and Associates
2:00 — 2:45 p.m. — The Mercer Group
3:00 — 3:45 p.m. — Waldron & Company
4:00 p.m. — Discussion / Firm Selection
® SAMPLE QUESTIONS
FOR CITY MANAGER RECRUITMENT CONSULTANT
1. Describe and explain your firms success ratio for City Manager placements within the
last 5 years.
2. What is your firms experience in recruiting for a full service city similar to Yakima, with a
wide range of diverse functions (e.g. Yakima has Police, Fire, Transit, Water.,
Wastewater, Parks, and Streets, to name a few.)?
3. Describe your firms' ability and experience to market Yakima's attractiveness? How are
you going to draw qualified candidates to Yakima?
4. There is something to be said for "being recruited ". How will your firm draw out
candidates that would be a good fit for Yakima, but aren't necessarily looking for work?
5. How does your firm assure a. good mix of diverse candidates? Diversity can mean
professional experience (public /private), ethnicity, or gender.
6. If a determination cannot be made on the recommended candidates, how would you
facilitate a solution?
7. How would you develop the job profile of the Yakima City Manager?
8. Is the current job compensation for the position competitive within the market place?
9. How do you engage a potential candidate into contract negotiations and what is
included in those negotiations?
10. What is your method for screening candidates? What sets your firm apart in what you
look for in a candidate?
Attachment A
COLIN BAENZIGER & ASSOCIATES
Visit our website at www.cb - asso.com
March 30, 2011
The Honorable Mayor Micah Cawley, Assistant Mayor Kathy Coffey, Council Members
Maureen Adkison, Dave Edler, Rick Ensey, Dave Ettl and Bill Lover
c/o Mr. Jeffrey R. Cutter, Esq.
City Attorney
City of Yakima Legal Department
200 South Third Street — Second Floor
Yakima, WA 98901 -2830
RE: Engagement Letter for City Manager Recruitment Services
Dear Mayor Cawley, Assistant Mayor Coffey and Council Members Adkison, Edler, Ensey,
Ettl and Lover:
I would like to thank you for selecting my firm, Colin Baenziger & Associates, to assist the City
in finding its next City Manager. This letter is a brief summary of the approach we will use. The
proposal our firm submitted shall be the governing document.
4110 Section A: Work Plan
The following outlines the process Colin Baenziger & Associates will undertake:
Phase I: Candidate Recruitment
> Meet with key officials to:
> Develop a description of the ideal candidate,
> Learn the issues the next City Manager will face,
> Gather materials for our, information and to send to potential candidates,
> Understand what compensation package the City is prepared to offer, and
> Finalize a project schedule. Our searches are always completed within 90 days of a
notice to proceed, barring circumstances beyond our control.
> Develop materials we can utilize to recruit candidates.
> Actively search for, identify, and recruit outstanding candidates who we feel are best
suited for the position.
> Distribute the recruiting materials to appropriate publications and websites, including our
own.
4111 ➢ Consult our database of strong candidates, contact them and encourage them to apply.
DULUTH, GA LAMAR, CO WELLINGTON, FL RHINELANDER, WI
Attachment A
Executive Recruiting Services for the City Manager Page 2
by Colin Baenziger & Associates
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Phase 1(continued):
➢ E -mail the advertisement to our database of our data base of local government
professionals.
➢ Evaluate resumes that result from our recruiting efforts and from our advertisements.
Candidate Review and Selection of Finalists
➢ Resumes will be screened and we will narrow the list to the eight to twelve semi - finalists
who we believe are most qualified.
➢ We will conduct thorough reference and background investigations on the selected semi-
finalists. It should be noted that, when we conduct our investigations, we do not simply
accept the references the candidates suggest. We tell the candidates whom we want to
speak with. These might include elected officials, the board attorney, the external
auditor, representatives of the local press, community leaders, peers, and subordinate
employees. Our goal is to get comments from six to ten references. We also conduct
criminal, civil, driver license, media, and credit checks, and we verify employment
history and education. We believe these should be done early in the process to avoid
embarrassment after a selection has been made.
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➢ We will recommend six to ten top candidates to the City and review these candidates
with the Mayor. He will then select approximately three to five candidates to interview as
finalists.
Phase III.: Interviews and Selection
➢ We will coordinate the interview process and attend the actual interviews.
➢ Once the interviews are completed, we will provide any additional information the City
may wish and assist in any way the City desires in making the final determination.
Phase IV: Contract Negotiation
➢ If requested, we will provide assistance in the negotiation of a contract with the selected
candidate.
Warranty and Continuing Assistance:
➢ CB &A will provide continuing assistance and warranty its work for two years are
described in the proposal.
DULUTH, GA • LAMAR, CO WELLINGTON, FL RHINELANDER, WI
Attachment A
Executive Recruiting Services for the Executive Director Page 3
411 by Colin Baenziger & Associates
Section B: Principal Staff to Be Assigned to the Recruiting Effort
➢ Colin Baenziger, Principal and Owner will serve as . the Project Manager for the
recruitment effort, and
➢ Tom Andrews, Senior Vice President of CB &A, will serve as Deputy Project Manager.
Mr. Andrews will assist in virtually every aspect of the search effort but will focus on the
search for strong candidates and candidate evaluation.
➢ Mr. Collier will serve as recruitment manager and be primarily responsible for the actual
recruitment and review of candidates, primarily through networking. He will also serve
as back -up to Mr. Baenziger.
Section C: Fee
Firm, fixed price of $19,500, which includes all expenses, except those associated with
bringing the candidates for the interviews. Bills will be rendered as the search progresses
and due at the end of each Phase. This fee is $1,500 less than we typically charge South
Florida clients and is offered because of our long standing relationship with the City.
Phase I: Needs Analysis / Information Gathering $ 3,000
410 Phase II: Recruiting 6,500
Phase III: Screening 10,000
Phase IV: Interview Process Coordination and Manager Selection 2,000
Phase V: Negotiation, Warranty & Continuing Assistance 2,000
Assuming the City agrees that this letter provides a basic understanding of the work to be
performed in this.engagement, please indicate the City's acceptance by signing below so that we
can begin our efforts
Sincerely,
-
Colin Baenziger
Principal
For the City: .
Signature Title Date
DULUTH, GA LAMAR, CO WELLINGTON, FL RHINELANDER, WI
Attachment B
CONSULTING SERVICES
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AGREEMENT
THIS AGREEMENT made and entered into this day of October, 2010, (the
"Agreement ") by and between the CITY OF YAKIMA, a municipal corporation of the State of
Washington, hereinafter referred to as the "CITY" and COLIN BAENZIGER & ASSOCIATES,
INC., a WASHINGTON corporation, hereinafter referred to as the "CONSULTANT."
WITNESSETH:
FOR AND IN CONSIDERATION of the mutual covenants and promises hereinafter
contained, the CITY and the CONSULTANT do hereby covenant and agree as follows:
1. General Purpose
The CITY does hereby retain CONSULTANT, to recruit and recommend qualified •
candidates for the position of City Manager (the "Position "), and to fulfill the duties relating to
those services as described herein.
2. Representations of CONSULTANT
CONSULTANT makes the following representations to the CITY, which the CITY relies
upon in entering into this Agreement:
A. CONSULTANT is a Florida based sole proprietorship, duly organized,
existing and in good standing and licensed with the power and authority to enter into this
Agreement;
B. The execution, delivery, consummation, and performance under this
Agreement will not violate or cause CONSULTANT to be in default of any provisions of its
governing documents or rules and regulations or any other agreement to which CONSULTANT
is a party or constitute a default thereunder or cause acceleration of any obligation of
CONSULTANT thereunder;
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Attachment B
41111 C. The individuals executing this Agreement and related documents on behalf of
CONSULTANT are duly authorized to take such action, which action shall be, and is, binding on
CONSULTANT;
D. There are no actions, suits or proceedings pending or threatened against or
affecting CONSULTANT or its principals, which CONSULTANT is aware of in any Court or
before or by any Federal, State, County or Municipal department, council, board, bureau, agency
or other governmental body which would have any material effect on CONSULTANT's ability
•
to perform its obligations pursuant to this Agreement;
E. CONSULTANT represents that it has the ability, skill and resources to
complete its responsibilities as required by this Agreement;
F. The standard of care for all professional services furnished by .CONSULTANT
and its agents under this Agreement will be the skill and care used by professions practicing
under similar circumstances at the same time and in the same locality;
G. The CITY shall be entitled to rely upon the accuracy and completeness of any
information, background checks and investigation supplied by the CONSULTANT or by others
410 authorized by the CONSULTANT under this Agreement.
3. Services to be Provided by CONSULTANT
During the term of this agreement, the CONSULTANT shall provide those executive
search services enumerated in CONSULTANT'S Statement of Qualifications and Proposal (the
"Proposal ") attached hereto as Exhibit "A ", the terms of which are incorporated herein by
reference (the "Services "). The Services shall include but not be limited to, the identification of
the desired skills, traits and experience for the Position through interviews with the CITY
Council; preparation of a recruitment brochure that contains a profile of both the Position and the
CITY; advertisement of the Position; recruitment for the Position; review and screening of
applications; conduct interviews, reference checks and background checks of candidates selected
for more in -depth review; recommend a list of final candidates; coordinate City Council
interviews with the finalists; assist the designated CITY official in negotiating an employment
agreement with the selected candidate; and facilitate a session between the.. new City Manager
and the City Council to establish performance goals for the City Manager. These duties shall be
performed to the satisfaction of the City Council.
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Attachment B
4. CONSULTANT's Guarantee
If the CITY is not satisfied with the candidates from the recommended list of finalists, the
CONSULTANT will continue recruitment efforts until the CITY makes a selection. If the
selected City Manager leaves the CITY within the first year of employment for any reason other
than an act of god, CONSULTANT shall repeat the search at no charge. If the selected City
Manager leaves the City during the second year of employment for any reason other than an act
of god, CONSULTANT shall repeat the search at no cost to the CITY. However, the CITY shall
reimburse CONSULTANT for all reasonable expenses incurred during a repeated search.
CONSULTANT shall not approach the selected candidate for potential employment with any
other employment for the duration of that individual's employment with the CITY
This guarantee shall survive the term of this Agreement.
5. Term of this Agreement
The term of this Agreement shall be for ninety (90) days, unless otherwise extended by
the provisions of Paragraph 4.
6. The CITY's Responsibilities
The Mayor and the City Council agree to reasonably respond to the CONSULTANT's
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request to schedule meetings to provide guidance or direction, review and comment on a
proposed short list of candidates, select a list of finalists, and interview the finalists on a timely
basis and in a professional and legal manner.
The CITY shall be responsible for reimbursing candidates for any reasonable expenses
associated with their travel, meals and incidentals for the interview period if authorized by the
City Council. Furthermore, the CITY shall provide job finalists the current year budget, an
organizational chart, the latest completed audit and management letter, any current strategic and
long range plans, a copy of City Charter and any other job description and other materials
defining the role of duties of the City Manager and any evaluations of the organization
completed in the last year.
CITY further agrees to provide CONSULTANT with video or audio tapes of all meetings .
of the City Council during the Term of this Agreement. CITY shall run an NCIC criminal
background investigation on candidates as a supplement to background investigations conducted
by CONSULTANT.
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Attachment B
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7. Compensation to the CONSULTANT
The CITY agrees to compensate the CONSULTANT in the amount of $21,000.00 for
professional services and incurred expenses described in Paragraph 3 of this Agreement. •
Payments to the CONSULTANT shall be made at the completion of each phase of the search
in accordance with the following schedule:
A. Phase I: Need Analysis / Information Gathering $3,000.00
B. Phase II: Recruiting $6,500.00
C. Phase II: Screening $10,000.00
D. Phase IV: Interview Coordination and Manager Selection .$2,000.00
E. Phase V: Negotiation, Warranty & Continuing Assistance $2,000.00
8. Termination of the Agreement
A. Without Cause. Either party may terminate this Agreement by giving ten (10)
business days' written notice thereof to the other party. Should either party terminate this
Agreement, the CITY shall only be obligated to pay the CONSULTANT for those services
already satisfactorily rendered.
B. Termination for Breach. Either party may terminate this Agreement upon
breach by the other party of any material provision of this Agreement, provided such breach
continues for fifteen (15) days after receipt by the breaching party of written notice of such
breach from the non - breaching party. Should either party terminate this Agreement for breach,
the CITY shall only be obligated to pay the CONSULTANT for those services already
satisfactorily rendered.
9. Additional Services
In the event that the CITY elects to have the CONSULTANT provide additional services
not enumerated in the Proposal, such as skill assessment exercises to be used in the final
selection process and for the CONSULTANT to evaluate the CITY Manager candidates'
performance on those exercises, additional fees for those services shall be agreed upon between
the City and the CONSULTANT.
10. Independent Contractor
It is expressly agreed that CONSULTANT in the performance of all work,
services, and activities under this Agreement, is and shall be an independent contractor and not
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Attachment B
an employee, agent, principal or servant of the CITY and nothing in this Agreement shall be
construed to create a partnership or joint venture relationship between the CITY and
CONSULTANT. All persons engaged in any work, service or activity performed pursuant to this
Agreement shall at all times and in all places be subject to CONSULTANT's sole direction,
supervision and control. CONSULTANT acknowledges that it shall have no authority to bind the
CITY to any contractual or other obligation whatsoever.
11. Indemnification
The CONSULTANT agrees to indemnify and hold harmless and defend the CITY, its
officers, agents and employees against any loss, damage or expense (including all costs and
reasonable attorneys' fees and appellate attorneys' fees) suffered by CITY from (a) any claim,
demand, judgment, decree, or cause of action of any kind or nature arising out of any error,
omission, or negligent act of CONSULTANT, its agents, servants, or employees, in the
performance of services under this Agreement, (b) any breach or misconduct by the
CONSULTANT under this Agreement, (c) any inaccuracy in or breach_ of any of the
representations, warranties or covenants made by the CONSULTANT herein, (d) any claims,
suits, actions, damages or causes of action arising during the term of this Agreement for any
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personal injury, loss of life or damage to property sustained by reason or as a result of
performance of this Agreement by the CONSULTANT and the CONSULTANT'S agents,
employees. Such obligation to defend, indemnify and hold harmless shall . continue
notwithstanding any negligence or comparative negligence on the part of the CITY relating to
such loss or damage and shall include all costs, expenses and liabilities incurred by the CITY in
connection with any such claim, suit, action or cause of action, including the investigation
thereof and the defense of any action or proceeding brought thereon and any order, judgment or
decree which may be entered in any such action or proceeding or as a result thereof.
CONSULTANT acknowledges and agrees that CITY would not enter into this Agreement
without this indemnification of CITY by CONSULTANT, and that CITY'S entering into this
Agreement shall constitute good and sufficient consideration for this indemnification. These
provisions shall survive the expiration or earlier termination of this Agreement. Nothing in this
Agreement shall be construed to affect in any way the CITY'S rights, privileges, and immunities
as set forth in Washington Statutes.
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Attachment B
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12. General Conditions
A. This Agreement contains the entire understanding between the parties hereto
with respect to the mattes covered in the Agreement. No other agreements, representation,
warranties or other matters, oral or written, shall be deemed to bind the parties hereto with
respect to the subject matter of this Agreement.
B. This Agreement shall be construed in accordance with the laws of the State of
Washington and any litigation arising from this Agreement shall be filed and litigated in Yakima
County, Washington. The parties hereby waive any right to a trial by jury in any litigation
arising from this Agreement.
C. All notices required in this Agreement shall be sent by certified mail, return
receipt requested, and shall.be mailed to:
CITY Richard Zais, City Manager
City of Yakima
200 South Third Street
Yakima, WA 98901 -2830
With a copy to: City Attorney
Mr. Jeffrey R. Cutter, Esq.
City Attorney
City of Yakima Legal Department
200 South Third Street — Second Floor
Yakima, WA 98901 -2830
CONSULTANT Colin Baenziger
12970 Dartford Trail, Suite 8
Wellington, FL 33414
D. This agreement may not be assigned by either party without the prior written
Consent of the other party.
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The Mercer Group, Inc. Sample Contract
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AGREEMENT
This AGREEMENT, made as of this _ day of , 2011, by and between THE
MERCER GROUP, INC. and the CITY OF YAKIMA, WASHINGTON, a municipal
corporation.
WITNESSETH:
WHEREAS, the City of Yakima, Washington (hereinafter referred to as the "City ") has
made a request for proposals dated February 6, 2011, to hire an executive recruiter to conduct a
search for a City Manager for the City, and
WHEREAS, The Mercer Group, Inc. (hereinafter referred to as "Mercer ") has submitted
a proposal in response to the City's request; and
WHEREAS, the City has selected Mercer's proposal as the proposal which best meets its
needs and the City desires to hire Mercer to conduct the City's search for a new City Manager,
and
WHEREAS, Mercer desires to assist the City in conducting the City's search for a City
Manager,
NOW THEREFORE, in consideration of the following mutual covenants and other good
•
and valuable consideration, the receipt and adequacy of which is hereby acknowledged by all
parties hereto, Mercer and the City hereby agree as follows:
1. Mercer agrees to provide services and support to the City in the conduct of the City's
search for a City Manager. Mercer agrees to conduct the City's project in accordance
with scope of services outlined in its Proposal to the City dated February 28, 2011 in
response to the City's request for proposal.
Mercer's proposal is incorporated by reference and thus made a part of this
Agreement.
2. The City agrees to compensate Mercer for its services in the amount of $16,500 for
professional services and an amount not -to- exceed $9,000 in expenses as outlined on
pages 28 -31 of Mercer's proposal to the City.
3. The City and Mercer both agree that this Agreement shall be governed by the laws of
the State of Washington.
4. The City and Mercer both agree that in the event that any dispute arises between the
parties, the complaining party shall promptly notify the other of the dispute in writing.
Each party shall respond to the other party in writing within ten (10) working days of
receipt of such notice.
Agreement, Continued:
• i and Mercer both agree that any amendments to this Agreement The City a g y reement shall be g
made in writing, and executed by both parties. No proposed amendment which is
not in writing and executed by both parties shall effect the terms of this
Agreement.
6. The parties shall have the right at either parties' convenience to terminate this
Agreement following ten (10) days written notice to the affected party. Should
either party terminate this Agreement the City shall only be obligated to pay
Mercer for those services already provided.
CITY OF YAKIMA, WASHINGTON
BY:
ATTEST:
DATE:
THE MERCER GROUP, INC.
411 BY:
Clark Wurzberger
Senior Vice President
DATE:
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llj aldron 11 a 1 3
Agreement of Services, Fees, Scope of Work and Operating Contract
This Agreement of Services is entered into by the City of Yakima ( "Client "), and Waldron &
Company ( "Waldron" or the "Consultant "), whose address is 1100 Olive Way, Suite 1800, Seattle,
WA 98101. It will serve as an agreement of services to be performed by Waldron for the Client
related to the Project outlined in the Attachment (the "Project ").
Services
The specific services to be performed by Waldron (the "Services ") are included in Attachment 1,
Scope of Work, along with associated estimates of consulting fees based upon currently available
information from the Client. Should the Client and the Consultant delineate additional Services
and /or additional service phases for the Project, the specific additional Services to be performed
and all associated Services fees will be defined and delineated as additional Attachments to this
agreement. Should increases in project scope be agreed upon, Waldron agrees to commit further
consulting resources as necessary to the Client Project to accomplish the agreed -upon phases,
goals, and tasks within an agreed -upon time frame.
Required Resources and Project Teams
Waldron and the Client will establish a governing team in order to facilitate project management,
A oversight, information gathering, communication, project guidance, and implementation. The
Waldron Project Team, led by Lara Cunningham, will manage the Project through the anticipated
phases. Within the Scope of Work and Terms Attachment(s), certain deliverables or Services
milestones are defined with a corresponding fee invoicing event.
The Client agrees to provide the following information and support for the project:
• Relevant documents and information needed to successfully complete the project.
• Access to senior leadership team members, city council, employees, managers and external
stakeholders as needed and agreed for the benefit of the end product. This may include the
use of internal Client resources to work on specific parts of the project or to participate in data
gathering activities such as focus groups or surveys.
• Use of office space, conference rooms or other on -site facilities as needed and appropriate for
the Project. (This may include use of photocopy machines or other equipment for incidental
copies and other needs related to the project.)
• Ongoing contact with and access to project sponsors and any administrators and staff
necessary for success of the project to ensure timely response, coordination of activities and
achievement of objectives and goals.
• Timely response to information requests and on -going feedback to Waldron regarding its
performance.
•
•
Professional Services Fees and Project Expenses •
Professional Services Fees: Fees for Services and payment terms are included in Attachment 1.
•
Project Expenses: Costs incurred by Waldron in the course of conducting the Project ("pass-
' through" costs) are at the expense of the Client. Waldron & Company will get pre - approval of all
significant expenditures from the Client and maintain accurate records at all times. A significant
expense will be any individual charge that exceeds $500. A two percent (2 %) charge will be added
to all pass- through expenses referenced below to cover administration costs. Relevant "pass -
through" expenses include, but may not be limited to:
• Travel and related costs for the Waldron consultants and staff assigned to the Project
including auto mileage and parking.
• Photocopying, printing and binding of documents and materials.
• Communications, graphics costs, facsimile, teleconference and telephone expenses.
• Delivery, courier or other document transport expenses.
• Travel and related expenses for candidates during the interview process.
• Purchases of or expenses associated with the use of any assessment surveys and
the reports associated therewith.
Confidentiality
All information communicated to Waldron by the Client during the term of this Agreement and the
material created by Waldron for the Client under this Agreement will be received and maintained in
confidence by Waldron and will be used only to provide Services to the Client under this
Agreement. No such information or material may be disclosed by Waldron without the prior written
consent of the Client. The provisions of this Section will not apply to information or material which
(a) is considered a part of the public record and is not exempt from disclosure under established
law, (b) is authorized in writing to be disclosed by the Client; (c) generally is available as part of the
public domain prior to disclosure by the Client, or becomes so available through no fault of
Waldron; or, (d) is independently developed by Waldron or is, received by Waldron from a third
party with no breach of any duty owed by the third party to the Client .
Certain information and /or data gathered by Waldron may be provided by identifiable individual
employees of the Client or by other identifiable individuals. In the interest of information accuracy
and data quality, such individual information and the identities of those persons providing the same
will be held confidential and will not be provided to any parties outside of the Consultant, including
to Client. Such information will be considered exempt for purposes of the Intellectual Property
provisions in this agreement.
Waldron will have the right to use the Client's name in its publicly available materials, and may,
with prior written consent, make use of the Client's name and marks for business development
purposes or to otherwise inform the market on the parties' relationship or the work.
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Non - Solicitation of Personnel
During the term of this Agreement and for a period of not less than twelve months following the last
work by Consultant on the Client's account, Client will not directly or indirectly solicit, or cause a •
third party to solicit for employment or for contract any employee of the Consultant that was directly
_ _involved in the performance of the Project without the prior written consent of Waldron & Company.
Capacity and Duties
In performing the Services for the Client under this Agreement, Waldron is acting as an
independent contractor, and not as an agent or employee of the Client. No other relationship is
intended or created by and between the parties.
Intellectual Property
The parties understand and acknowledge that: any material, including any and all intellectual
property created by Waldron as a result .of the Services performed for the Client under this
Agreement, will be and remain the property of the Client. Waldron will cooperate with the Client
by, among other things, signing any documentation reasonably required by the Client to vest title in
the material and intellectual property in the Client, and to prepare and file any applications with any
governmental authority to protect the material and intellectual property. At the expiration or earlier
termination of this Agreement, at the request of the Client, Waldron will return to the Client any
information disclosed to Waldron by the Client and any material specifically created by Waldron for
the Client under this Agreement that is not exempted under the provisions of the Confidentiality
clause of this Agreement. Waldron will retain its rights in Intellectual Property previously
® developed and applied to this engagement as well as its rights to broadly applicable methodologies
or materials that may be applied, refined or developed in the course of this engagement.
Warranty of Title to Third Party Tools
Waldron warrants that to the best of its knowledge the intellectual property and /or Services
provided do not infringe any patent, trademark, or copyright whether domestic or foreign. Waldron
further warrants that it has full power and authority to enter this Agreement and, that it has the right
to provide Services to the Client in accordance with this Agreement.
Hold Harmless
The Consultant and the Client will protect, defend, indemnify, and hold harmless each other, their
officers, employees, trustees, and agents from any and all costs, fees (including attorney fees),
claims, actions, lawsuits, judgments, awards of damages or liability of any kind, arising out of or in
any way resulting from the negligent acts or omissions of each party, its officers, employees, sub -
consultants of any tier and /or agents. Each party will be responsible for its own share of
concurrent negligence. The Consultant and Client agree that their obligations under this paragraph
extend to any claim, demand, and /or cause of action brought by or on behalf of any of their
employees, sub - consultants of any tier or agents. The Consultant and Client further agree that the
foregoing mutual defense, indemnification and hold harmless obligations apply to attorney fees and
costs incurred to successfully enforce the provisions of this section.
The Consultant will have no liability for Consultant's use of any information or materials provided to
the Consultant by the Client or any of the Client 's employees, agents, subcontractors, or
® consultants.
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Indemnifications
r
Waldron will indemnify, defend, and hold the Client harmless from and against any and all claims,
actions, damages, liabilities, costs and expenses, including reasonable attorney's fees and
expenses, arising out of the death or bodily injury to an employee,•agent, trustee, customer,
business invitee, or visitor of the Client, or the damage, loss, or destruction of any property of any
of them caused by negligent acts of Waldron.
The Client will indemnify, defend, and hold Waldron harmless from and against any and all claims,
actions, damages, liabilities, costs and expenses, including reasonable attorney's fees and
expenses, arising out of bodily injury to an employee, agent, customer, business invitee, or visitor
of Waldron, or the damage, loss, or destruction of any property of Waldron caused by negligent
acts of the Client.
The indemnification, defense and hold harmless obligations contained herein will survive the
expiration, termination or abandonment of this Agreement.
Insurance
Waldron will carry, maintain and present evidence of insurance coverage in compliance with the
standard requirements of the Client for similar Professional Services providers.
Notices
•
All notices required or permitted under this Agreement will be in writing or confirmed in writing and
will be delivered in person or mailed by certified mail, return receipt requested, or sent by facsimile
to the respective party. Notices will be effective upon the earlier of receipt or on the second day
after mailing.
Cancellation /Termination:
While it would be highly unusual and has not occurred in any Waldron engagement in the past, the
Client has the right to cancel this agreement and terminate the work at any time with reasonable
notice to allow for an orderly disengagement. The Client 's only obligation upon cancellation and
termination is to provide the Consultant with 15 days notice of termination and to pay for all
services rendered and incurred expenses through the termination date. Such final payment will be
due and payable upon the termination date.
Legal Jurisdiction
This Agreement will be governed and construed in accordance with the laws of the State of
Washington.
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®
By agreement among the Parties:
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Agreed:
City of Yakima Waldron & Company .
Micah Cawley Lara Cunningham
Mayor Managing Director
129 N 2nd St. 10220 SW Greenburg Rd, Ste 380
Yakima, WA 98101 Portland, OR 97223
Phone: (509) 901 -9114 Phone: (503) 620 -1106
Fax: (509) 576 -6614 Fax: (503) 244 -7431
Date: Date:
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Professional Services Fee: Waldron & Company's fee is 25% of' the midpoint of the position's
salary range with a $30,000 minimum.
Expenses: Expenses incurred are the responsibility of the client. Waldron & Company will, when
possible, prc- approve expenditures with you and maintain accurate records at all times. Expense
items include, but are not limited to:
Advertising the position in trade journals and other media.
Telephone and video conference expenses.
Delivery expenses.
Printing of documents and materials.
Travel and related costs for the consultants assigned to the project.
Travel and related expenses for candidates during the interview process.
A two percent (2 %) charge will be added to all pass- through expenses referenced above for administrative
costs. No additional cost add -ons are included.
Invoicing: Professional fees are invoiced in three equal installments during the course of the search.
IP
The initial installment is invoiced at the time Waldron & Company is engaged. The second installment
is invoiced following the semi -final work session. The final installment is invoiced at the conclusion
of the search. Expenses are billed monthly. All invoices are due upon receipt by the client.
Guarantee: Waldron & Company guarantees placement ()fa qualified candidate. Waldron & Company
will provide a one year search guarantee of the selected individual. If the selected individual leaves
the position for any reason other than death, physical or mental incapacity or termination initiated
by the client without cause, we will conduct a replacement search with no additional service fee.
The only cost to the client would be pass - through expenses related to the additional search. Within
the guarantee period, Waldron must be notified in writing of a termination within 30 -days of its
occurrence.
Early Termination: You have the right to cancel the search at any time. Your only obligation to
Waldron & Company would be the fees and expenses incurred prior to cancellation.
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SCOPE OF SERVICES
Waldron & Company's unique model combines best of class practices in search and selection honed over nearly
30 years of experience. The result is creative recruitment strategies and a streamlined approach recognized for
discretion, integrity, true collaboration, and an inclusive, open process.
FOUR - STAGE PROCESS
STAGE 1 - DISCOVERY
A distinctive part of our delivery model is our in -depth background discovery work. We interview
key stakeholders to ensure that we have a comprehensive understanding of the culture and operating
environment, selection criteria, geographical preferences, kcy issues and any concerns relating to the
position and organization. This is an essential step in connecting you with candidates who truly fit.
We will also take the time to review compensation, incentive and benefits plans, and other relevant
organization documentation.
Outline of Tasks:
410 \Waldron will meet with the Council to outline the project plan and timeline.
Waldron will speak confidentially to anyone who will be included in the process to gain input for
the position specification (i.e. Council Members, staff members, Board /Commission members,
and others as directed).
Waldron will review documents related to the position such as strategic plans, annual reports,
budget, job description, goals, and others.
Waldron will review benchmark compensation analyses, and where necessary, perform a salary
survey to better advise on the optimal compensation level, range and package.
List of Products:
Comprehensive recruiting specification and brochure that addresses the specific duties,
responsibilities, operational issues, education and training, personal characteristics and traits,
and other factors that are relevant to the position.
Finalized time line for the recruitment process.
Marketing materials including ads, invitation letters and emails.
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STAGE 2 — OUTREACH /RECRUITMENT
This is not a passive process; we engage with potential candidates frequently and personally using a
variety of methods. Following our background information gathering, we build you a custom database
of targeted candidates for the position, many of whom are not currently seeking a new role, but may be
the hest people to All the position. Candidate identification involves extensive and hands -on research,
discretely identifying and developing lists of qualified individuals, and tapping into our existing network
ancl known candidates from previous searches.
Outline of Tasks:
An open dialog with you to guide and refine our outreach to ensure that we target the right level
and type of experience.
Placing well thought out, selected advertisements and postings.
Employing leading -edge research technology, contemporary social networking techniques, and
engaging our full -time, dedicated in -house research team.
Drawing on our 27 years of C -level recruitment experience to identify potential candidates to he
targeted by our experienced recruiters, principles and extensive network of contacts.
Networking and making direct inquiries of prospects. Our approach is heavily recruitment
driven and our success in bringing the best candidates forward relies on our ability to discretely
and directly solicit known, desirable candidates.
Targeted distribution of the recruitment brochure to high - potential candidates.
Developing the framework for our dashboard progress report.
List of Products:
A customized, client- specific roster of people to be reached 'during the recruitment phase.
Person-:to-person contacts made via phone, e -mail, and social media by Waldron recruiters.
Preliminary phone, video, and in- person screening interviews with high potential candidates,
Initial backgrounding on candidates (on -line media searches),
Periodic CONFIDENTIAL dashboard reports detailing our outreach efforts, titles and
employers of applicants, and a list of high - potential candidates. No other firm offers this level of
reporting detail and transparency,
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STAGE 3 - PRESENTATION
Extensive recruitment, refinement, screening interviews, peer reviews, and background research brings
the best prospects forward for your consideration. Waldron & Company will partner with you in a work
session to identify semi - finalists. ALL candidates who we discuss at this meeting will have had at least one
preliminary interview with Waldron & Company.
Outline of Tasks:
Candidate materials are compiled and delivered.
A work session is scheduled in order to present and review high potential candidates.
Waldron facilitatse a discussion with you concerning the relative merits of each candidate.
Semi- finalists are identified.
All candidates are notified about their continuing status on a timely basis.
Further in- person or video conference interviews with semi - finalists are conducted by Waldron.
List of Products:
An assessment of each candidate is prepared and delivered verbally.
A list of semi- finalists is developed.
STAGE 4 - FINALS
After conducting in depth interviews, Waldron & Company will work with the Council to select the top
group of candidates as finalists.
Outline of Tasks:
Waldron delivers Feedback on semi -final interviews.
Finalists are selected.
Working with the Council, an appropriate interview process is designed.
Waldron notifies candidates about their continuing status.
Waldron makes logistical arrangements for final interviews.
Candidate materials are compiled and distributed to all interviewers and panelists.
Waldron facilitates the final interview process, and orchestrates debriefing sessions.
In depth reference checks are conducted with individuals who are or have been in a position to
evaluate each candidates' performance and behaviors in past professional roles.
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Detailed background investigations, education verifications, criminal background checks, and
credit checks (if legally appropriate for fiduciary roles) are conducted on all finalists.
Waldron will also arrange for and facilitate any desired follow up such as on -site visits or special
additional meetings to close the process.
Should you elect to not hire any candidates from the initial pool of finalists, Waldron & Company
will re open recruiting until an acceptable candidate is identified and engaged.
List of Products:
Comprehensive background reports and references for final candidates are delivered.
Finalists are notified and invited to participate in the final interview process.
Logistical arrangements are made for interviews, meetings and evaluation debriefings.
Any desired follow up process is completed to chose the selected candidate.
An offer of employment is made and final employment terms are negotiated and memorialized in
an offer letter.
All notifications of unsuccessful candidates arc made. •
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