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HomeMy WebLinkAboutR-2003-029 Waldron & Company Agreement (re: police chief recruitment )RESOLUTION NO. R- 2003- 29 A RESOLUTION: authorizing the City Manager and the City Clerk to execute a professional services agreement with Waldron and Company, to provide specialized executive recruitment and consulting services in connection with the Chief Of Police. WHEREAS, the City desires specialized executive recruitment and consulting services in connection with the Chief Of Police; and WHEREAS, the City requires assistance in securing specialized executive recruitment and consulting services for Chief of Police; and WHEREAS, Waldron and Company provided an acceptable proposal, has sufficient personnel and expertise necessary to provide the City with specialized executive recruitment and consulting services, and is willing to provide these services in accordance with the terms and conditions of the attached agreement; and WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to enter into an agreement with Waldron and Company for said services in accordance with the terms and conditions of the attached agreement, now, therefore; BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager and City Clerk are hereby authorized and directed to execute a professional Service Agreement with Waldron and Company to provide specialized executive recruitment and consulting services. The final agreement shall be approved as to form by the City Attorney. ADOPTED BY THE CITY COUNCIL this 18th day of February , 2003. /ezre.,,,ce Place, Mayor ATTEST: City Clerk CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT, hereinafter the "Agreement," is made and entered into by and between the City of Yakima, a Washington municipal corporation, hereinafter the "City," and Waldron & Company, a Washington corporation, hereinafter the "Consultant." WHEREAS, the City desires to hire a qualified individual for the position of police chief; and WHEREAS, to date the City has been unable to fill said position; and WHEREAS, the City desires to utilize a professional consultant to assist in the recruitment of a new police chief; and WHEREAS, Consultant is willing to provide recruitment services in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions set forth herein, it is agreed by and between the City and Consultant as follows: 1. Professional Services. Consultant shall provide the City with the police chief recruitment services described in the Consultant's February 14, 2003 Proposal, a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference. 2. Term. The term of this Agreement shall commence upon full execution of this Agreement by the parties and shall continue until the Consultant has Completed the recruitment services described in Exhibit A, unless sooner terminated by either party in accordance with Section 18 of this Agreement. The Consultant shall proceed in a timely and diligent manner, and shall complete said services no later than one hundred and twenty (120) calendar days after full execution of this Agreement. 3. Compensation. a. Compensation for Services. As consideration for the professional services performed pursuant to this Agreement, the City agrees to compensate the Consultant in accordance with the "Fees & Expenses" Schedule attached hereto as Exhibit "B" and incorporated herein by this reference. The amount of compensation for satisfactory completion of the recruitment services described in Exhibit A shall not exceed Ten Thousand Dollars ($10,000.00) plus expenses as authorized by the City. Page 1 (Ik)agr/police chief/waldron & company/ feb 03 -pm b. Payment for Compensation. The City shall make payment to the Consultant in two equal installments of Five Thousand Dollars ($5,000.00) each as described in Exhibit A. Said payments are expressly conditioned upon the Consultant providing recruitment services hereunder which are satisfactory to the City. c. Payment in the Event of Termination. In the event that either party terminates this Agreement under Section 18, the Consultant shall be compensated for allowed expenses and on a pro -rata basis for all satisfactory services provided to the City under this Agreement up to the effective termination date. d. Maintenance of Financial Records/Documents. When requested to do so by City representatives, the Consultant shall make the cost records, accounts and related financial documents pertaining to this Agreement available for inspection by City representatives during the term of this Agreement and for a period of three (3) years following the final payment to the Consultant by the City. In the event that any audit or inspection identifies any discrepancy in such financial records, the Consultant shall provide the City with appropriate clarification and/or financial adjustments within thirty (30) calendar days of notification of the discrepancy. 4. Resolution of Conflicting Language. In the event of any inconsistencies or conflicts between the language of this Agreement and Exhibit A and/or Exhibit B, the language of the Agreement shall prevail over the language of Exhibits A and B. 5. Status of Consultant. Consultant and the City understand and expressly agree that Consultant is an independent Consultant in the performance of each and every part of this Agreement. Consultant, as an independent contractor, assumes the entire responsibility for carrying out and accomplishing the services required under this Agreement. Consultant shall make no claim of City employment nor shall claim against the City any related employment benefits, social security, and/or retirement benefits. Nothing contained herein shall be interpreted as creating a relationship of servant, employee, partnership or agency between Consultant and the City. 6. Taxes and Assessments. Consultant shall be solely responsible for compensating its employees and for paying all related taxes, deductions, and assessments, including but not limited to, federal income tax, FICA, social security tax, assessments for unemployment and industrial injury, and other deductions from income which may be required by law or assessed against either party as a result of this Agreement. In the event the City is assessed a tax or assessment as a result of this Agreement, Consultant shall pay the same before it becomes due. 7. Nondiscrimination. During the performance of this Agreement, Consultant shall not discriminate on the basis of race, color, sex, religion, national origin, creed, Page 2 (Ik)agr/police chief/waldron & company/ feb 03 -pm marital status, political affiliation, or the presence of any sensory, mental or physical handicap in violation of any applicable federal, state and/or local law and/or regulation. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. 8. The Americans with Disabilities Act. The Consultant shall comply with the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (ADA), and its implementing regulations, and Washington State's anti -discrimination law as contained in RCW Chapter 49.60 and its implementing regulations, with regard to the activities and services provided pursuant to this Agreement. The ADA provides comprehensive civil rights to individuals with disabilities in the area of employment, public accommodations, public transportation, state and local government services, and telecommunications. 9. Compliance with Law. Consultant agrees to perform all services under and pursuant to this Agreement in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise. 10. No Conflict of Interest. Consultant represents that it does not have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Agreement. Consultant further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Agreement. 11. No Insurance. It is understood that the City does not maintain liability insurance for Consultant, its officers, directors, employees and agents. 12. Hold Harmless and Indemnity. a. Consultant agrees to protect, defend, indemnify, and hold harmless the City, its elected officials, officers, employees and agents from any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including reasonable attorneys' fees and disbursements) caused by or occurring by reason of any negligent act, error and/or omission of the Consultant arising out of or in connection with the performance or non- performance of the services, duties, and obligations required of the Consultant under this Agreement. Page 3 pk)agr/police chief/waldron & company/ feb 03 -pm b. In the event that the Consultant and the City are both negligent, the Consultant's liability for indemnification of the City shall be limited to the contributory negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorneys' fees and disbursements) that can be apportioned to the Consultant. c. Nothing contained in this Section or this Agreement shall be construed to create a liability or a right of indemnification in any third party. 13. Insurance provided by Consultant. a. Commercial Automobile Liability Insurance. On or before the date this Agreement is fully executed by the parties, the Consultant shall provide the City with a certificate of insurance as proof of commercial automobile liability insurance with a minimum liability limit of One Million Dollars ($1,000,000.00) combined single limit bodily injury and property damage. The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of "this certificate is issued as a matter of information only and confers no right upon the certificate holder" shall be deleted). Said policy shall be in effect for the duration of this Agreement. The policy shall name the City, its elected officials, officers, agents, and employees as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice (any language in the clause to the effect of "but failure to mail such notice shall impose no obligation or liability of any kind upon the company" shall be crossed out and initialed by the insurance agent). The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. b. Insurance provided by Subcontractors. The Consultant shall ensure that all subcontractors it utilizes for work/services required under this Agreement shall comply with all of the above insurance requirements. 14. Delegation of Professional Services. The services provided for herein shall be performed by Consultant, and no person other than regular associates or employees of Consultant shall be engaged upon such work or services except upon written approval of the City. 15. No Assignment. This Agreement, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by Consultant to any other person or entity without the prior written consent of the City. In the event that such Page 4 (Nag/police chief/waldron & company/ feb 03 -pm prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of Consultant stated herein. 16. Severability. If any portion of this Agreement is changed per mutual agreement or any portion is held invalid, the remainder of the Agreement shall remain in full force and effect. 17. Non -Waiver. The waiver of either the City or Consultant of the breach of any provision of this Agreement by the other party shall not operate and/or be construed as a waiver of any subsequent breach by either party or prevent either party thereafter enforcing such provision. 18. Termination. Either party may terminate this Agreement, with or without cause, by giving the other party five (5) calendar days prior written notice of termination. 19. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand delivered to the parties to their addresses as follows: TO CITY: TO CONSULTANT: R. A. Zais, Jr. City Manager City of Yakima 129 North 2nd Street Yakima, WA 98901 Fred Pabst Vice President Waldron & Company 101 Stewart, Suite 1200 Seattle, WA 98101 or to such other addresses as the parties may hereafter designate in writing. Notices and/or demands shall be sent by registered or certified mail, postage prepaid, or hand delivered. Such notices shall be deemed effective when mailed or hand delivered at the addresses specified above. 20. Drafting of Agreement. Both the Consultant and the City have participated in the drafting of this Agreement. As such, it is agreed by the parties that the general contract rule of law that ambiguities in the contract language shall be construed against the drafter of a contract shall have no application to any legal proceeding, arbitration and/or action in which this Agreement and its terms and conditions are being interpreted and/or enforced. Page 5 (Ik)agr/police chief/waldron & company/ feb 03 -pm 21. Integration and Modification. This Agreement sets forth all of the terms, conditions, and agreements of the parties relative to the subject matter hereof and supersedes any and all such former agreements which are hereby declared terminated and of no further force and effect upon the execution and delivery hereof. No changes or additions to this Agreement shall be valid or binding upon either party unless such change or addition be in writing and executed by both parties. 22. Survival. Any provision of this Agreement which imposes an obligation after termination or expiration of this Agreement shall survive the term or expiration of this agreement and shall be binding on the parties to this Agreement. 23. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 24. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. CITY OF YAKIMA By: R. A. Zais, r., City Manager Dated: r Xi/ c-vo 3 ATTEST: By: dha,w Dated: City Clerk 1-4)v .I- a 71 a0d3 City Contract No. ,,e61.9-‘,75- Resolution ?t J-o?5Resolution No. / -a0D3-o29 Page 6 (lk)agr/police chief/waldron & company/ feb 03 -pm WALDRON COMPANY By: Fred Pabst, Vice President Dated: 2.. —27—t23 EXHIBIT A February 14, 2003 Mr. Richard Zais, Jr. City Manager City of Yakima 129 N. 2nd Street Yakima, WA 98901 Dear Mr. Zais: Thank you for your confidence in Waldron & Company. We are pleased that you have chosen us to assist in the initial recruitment for your next Police Chief. We look forward to working with you and your organization. This letter will serve as an agreement of services to be performed by Waldron & Company for the City of Yakima. NEEDS ASSESSMENT & EVALUATION As with any leadership transition, we are confident that the City of Yakima seeks a recruitment process that assures the thoughtful selection of a Police Chief who shares the vision and values of the organization. It has long been one of Waldron & Company's principle tenets in all searches to talk to as many key people as possible to ensure a thorough and comprehensive understanding of all issues and concerns relating to the position to be filled. In order to achieve this end, Waldron & Company will: • Conduct private interviews with the City Manager, Department Heads, Police Department Staff and other key stakeholders as directed. • Update your existing recruitment materials, preparing a comprehensive Position Specification for the position (if desired) which includes: • A general description of the City of Yakima. • The basic function, authority and responsibilities of the Police Chief position. • Immediate and long term goals of the City ("Priorities & Issues"), as well as its vision, mission and philosophy. • All qualification requirements including education, experience and personal characteristics. • Salary range, benefits and relocation provision (if any). Waldron & Company w We have found that each recruitment is different and requires an individual approach. We will evaluate the City's situation and needs and work with the City Manager and Human Resources Manager to develop and design a recruitment strategy to find the right Police Chief. The remainder of the project continues with: s The approval of the search timetable including dates of completion for key events, as well as a target for the presentation of a pool of attractive, viable candidates. s The composition of a recruitment letter that describes the position and invites prospective candidates to apply. s The design of all supplemental screening tools. s The creation of the initial foiniat of the screening and semi-final processes. CANDIDATE RECRUITMENT STRATEGY Through our extensive executive recruitment experience and community involvement, we at Waldron & Company have developed a unique connection to many individuals in executive leadership positions. Typical activities involved in recruiting candidates include: s Waldron & Company's project team members making direct recruitment calls to our network and prospects. s Utilizing the database and catalogue of contacts that we have compiled over the years to develop a comprehensive list of prospects to be reached through a direct mail campaign. s Planning, developing and placing advertisements in professional publications and on related web -sites targeting qualified individuals. s Distributing position materials and announcements, as well as requests for supplemental information. CANDIDATE SCREENING From the resumes we receive, Waldron & Company will identify a group of promising candidates who appear to meet or exceed our profile, then request additional information, including a brief application and responses to supplemental questions, from those individuals. We have found the completed supplemental materials provide: s A good sample of a candidate's writing ability. s An early indicator of the sincerity of his/her interest. s An opportunity to view a candidate's analytical, management and communication styles. s An indicator of his/her philosophy and values. Waldron & Company IN At that time, we will then bring a preliminary pool of the most qualified applicants to the City Manager. Using the application, supplemental questionnaire, resume and other materials submitted by the candidates, we will partner with the City Manager to identify the top semi- finalists. This work session provides you with the opportunity to: ♦ Assess the quality of the candidate responses. ♦ Gain initial familiarity with the semi-finalists. ♦ Institute a quality control checkpoint to evaluate the results of the recruitment. ♦ Control the expenses involved in the travel/interview phase of the search. After the semi-finalists have been identified, the project team from Waldron & Company will conduct personal interviews with the semi-finalist group. FINAL INTERVIEW PROCESS Following Waldron & Company's interviews with the semi-finalists, we will meet with the City Manager to present our findings. We will recommend three to five candidates for the City Manager's consideration as finalists. In preparation for the final interviews we will: ♦ Work closely with the City Manager to design the final interview process, if such input is desired. ♦ Conduct professional references on each of the finalists that include elected officials, supervisors, peers and subordinates. ♦ Confirm all academic credentials for each finalist. ♦ Prior to the final interviews, we will deliver a written report that includes the application, answers to supplemental questions, resume, reference reports and education verifications for each candidate. While it is not the policy of Waldron & Company to negotiate the final offer with the selected candidate, the Waldron & Company project team will continue to serve as on-call advisors until a final selection is made and an employment agreement is reached. Waldron & Company w EXHIBIT B Fees & Expenses Professional Services Fee: Waldron & Company's fee for professional services is $10,000 plus expenses. Project Expenses: Expenses incurred are the responsibility of the City of Yakima, but will not exceed $2,000 without prior authorization. Waldron & Company will seek prior approval on the project expenses and maintain accurate records at all times. Expense items include, but are not limited to: ♦ Newspaper, trade journals and related advertising to announce the position. ♦ Direct mail announcements and regret letters. ♦ Telephone and facsimile expenses. ♦ Delivery expenses. ♦ Printing of documents and materials. ♦ Travel and related costs for the consultants assigned to the project. ♦ Travel and related costs for initial candidate interviews. Billing: Professional fees are billed in two equal installments. The initial installment is billed at the time the project is assigned to Waldron & Company. The second installment is billed when the recruitment campaign is completed and a finalist pool has been identified. Expenses are typically billed monthly. Cancellation: The City of Yakima has the right to cancel the process at any time. The City's only obligation to Waldron & Company would be the fees and expenses incurred prior to cancellation. Waldron & Company w BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. For Meeting Of Feb. 18, 2003 ITEM TITLE: A resolution authorizing the execution of a Professional Service Agreement with Waldron and Company, executive recruitment and consulting firm specializing in law enforcement recruitment. SUBMITTED BY: Dick Zais, City Manager Archie M. Sutton, Human Resource Manager CONTACT PERSON/TELEPHONE: Archie M. Sutton, 575-6090 SUMMARY EXPLANATION: The attached Resolution authorizes the City Manager to execute a professional service contract agreement with Waldron and Company, for specialized recruitment and consulting for the City of Yakima's Chief of Police. In the past two years, Waldron and Company, has successfully conducted eight Chief of Police recruitments for Washington State cities. The contracted services with Waldron and Company will utilize their extensive law enforcement database and direct mailing campaign to help attract prospective candidates, plus, screening and written background reports on recommended finalists. The proposed contracted fee for Waldron and Company professional services is $10,000 plus approximately $2,000 In expenses. The contract fee represents a substantial discount from Waldron's normal base contract fee. The City has the right to cancel the process at any time. Resolution X Ordinance_ Contract X Other (Specify) Report Funding Source General Fund and Savings from Police Dept. Budget APPROVED FOR SUBMITTAL: City Ma ger STAFF RECOMMENDATION: Approve Resolution; Authorize the City Manager to enter Into Contract with Waldron and Company BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: Resolution adopted. RESOLUTION NO. R-2003-29 Legal BD/Agenda Ward/NA