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.
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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,
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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.
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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
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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.
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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
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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
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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
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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
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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