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HomeMy WebLinkAbout07/05/2011 09 Chief of Police Recruitment Agreement with Mercer Group, Inc. S BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 4= q For Meeting Of: July 5, 2011 ITEM TITLE: A Resolution authorizing the City Manager to execute an agreement with Mercer Group, Inc. to provide recruitment services for the position of Chief of Police. SUBMITTED BY: Michael A. Morales, Assistant City Manager CONTACT: Michael Morales, 575 -6040 SUMMARY EXPLANATION: On February 6, 2011, the Office of the City Manager invited seven executive recruitment firms to submit statements of qualifications for review and consideration of a contract to recruit the next Chief of Police for the City of Yakima. Upon review of the statements of qualifications, staff recommends selection of The Mercer Group, Inc. for this contract. The fees for this service are $21,000 base fee, plus expenses capped at $9,000. The funding source for the contract will come from salary savings in the Police Administration budget. Chief of Police is a critical hire for a city, and will be the first high level appointment made by the 0 next city manager. The recruitment and selection process is expected to take from 4 to 6 months, so approval of this contract will allow the process to be well underway by the time the next city manager takes office. Resolution X Ordinance Other: Contract Mail to (name and address) Phone: Funding Source: Poli Administrative Bud et Professional Services Approved for Submittal: ���Y City Manager STAFF RECOMMENDATION: BOARD RECOMMENDATION: COUNCIL ACTION: 0 1 - III RESOLUTION NO. R -2011- A RESOLUTION authorizing the City Manager to execute a Professional Services Agreement between the City of Yakima and The Mercer Group, Inc. for executive recruitment services for the position of Chief of Police of the City of Yakima. WHEREAS, the City Council anticipates that the City Manager will hire a new Chief of Police for the City of Yakima during 2011 due to the resignation of the previous Chief of Police; and WHEREAS, in February 2011, the City' sent a request for qualifications requesting a written proposal to seven executive recruitment consultants; all seven who received the request responded with a written proposal, and the Office of the City Manager reviewed the written proposals; and WHEREAS, The Mercer Group, Inc. was determined to meet the qualifications and expectations of the City Manager to provide this service to the city; and WHEREAS, the City Council desires to engage the professional services of The Mercer Group, Inc. to assist with the recruitment and selection process for the position of Chief of Police; and . WHEREAS, The Mercer Group, Inc. is willing to provide recruitment services for the 0 Chief of Police position in accordance with the terms and conditions of the proposed Agreement; and WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to authorize execution of an Agreement with The Mercer Group, Inc.; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Council authorizes the Interim City Manager to execute a Professional Services Agreement with The Mercer Group, Inc. to provide executive recruitment services for the • position of Chief of - Police of the City of Yakima as provided in the Agreement with The Mercer Group, Inc.. The Interim City Manager is further authorized to negotiate any specific terms in the proposed Agreement that would be beneficial to.the best interests of the City of Yakima. ADOPTED BY THE CITY COUNCIL this 5 day of July, 2011. Micah Cawley, Mayor ATTEST: City Clerk. • • CONSULTING SERVICES AGREEMENT THIS AGREEMENT, effective upon the date last executed below (the "Agreement "), by and between the CITY OF YAKIMA, a Washington municipal corporation, hereinafter referred to as the "CITY" and THE MERCER GROUP, INC., hereinafter referred to as the "CONSULTANT." WITNESSETH: WHEREAS, the CITY has made a request for proposals dated February 6, 2011, to hire an executive recruiter to conduct a search for a Chief of Police for the CITY; and WHEREAS, the CONSULTANT has submitted a proposal in response to the CITY's el request; and WHEREAS, the CITY has selected CONSULTANT's proposal as the proposal that best meets its needs and the CITY desires to hire CONSULTANT to conduct the CITY's search for a Chief of Police; NOW, THEREFORE, in consideration of the mutual covenants and promises and other good and valuable consideration contained herein, the receipt and adequacy of which is acknowledged by the parties hereto, the CITY and the CONSULTANT covenant as follows: 1. General Purpose The CITY retains CONSULTANT to recruit and recommend qualified candidates for the position of Chief of Police (the "Position "), and to fulfill the duties relating to those services as described herein. 2. Representations of CONSULTANT n CONSULTANT makes the following representations to the CITY, which the CITY relies 0 upon in entering into this Agreement: Mercer Group, Inc. Agreement Page 1 • A. CONSULTANT is a corporation, 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 shall 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, would constitute a default thereof or would cause acceleration of any obligation of CONSULTANT therein; 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. CONSULTANT is unaware of any actions, suits or proceedings pending or threatened against or affecting CONSULTANT or its principals 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 or adverse effect on CONSULTANT's ability to fully perform its obligations pursuant to this Agreement; E. CONSULTANT 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 shall be the skill and care used by professions providing executive recruitment services on behalf of clients in the state of Washington; 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 authorized by the CITY and the CONSULTANT under this Agreement. 3. Services Provided by CONSULTANT During the term of this Agreement, the CONSULTANT shall provide those executive search services specifically described in this Agreement together with those included in CONSULTANT'S Objectives, Scope of Services, Work Plan and Schedule included in its Proposal to the City dated February 28, 2011 (the "Proposal "), attached hereto and incorporated herein by this reference as Exhibit "A ". The Services shall generally include, but shall not be limited to, the identification of the desired skills, traits and experience for the Position through interviews with the City Manager and select CITY representatives; preparation of a recruitment Mercer Group, Inc. Agreement Page 2 0 brochure acceptable to the CITY Manager 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; thorough reference and background checks of candidates selected for more in -depth review; recommendation °of finalist candidates; coordinate interviews with the finalists and CITY representatives and shall assist designated CITY officials in negotiating an employment agreement with the selected candidate. 4. CONSULTANT's Guarantee The CONSULTANT warrants and guarantees that any consulting and professional services performed by, it shall be performed in accordance with that degree of care and skill ordinarily exercised by members of CONSULTANT's profession. If the CITY is not satisfied with the candidates identified in the recommended list of finalists, the CONSULTANT will continue recruitment efforts until the CITY makes a selection. If the selected Chief of Police leaves the CITY within the first two years of employment for any reason, CONSULTANT shall repeat the search at no charge to the CITY except the reasonable direct expenses of such search. CONSULTANT agrees that it shall not approach any CITY staff for two years from the date of • placement without the specific permission of the CITY. This guarantee shall survive the term of this Agreement. 5. Term of Agreement The term of this Agreement shall begin upon the date both parties have executed the Agreement and shall continue until a Chief of Police is selected by the CITY Council or is otherwise terminated by the parties hereto, whichever occurs first, unless otherwise extended by the specific Warranty provisions of Paragraph 4. 6. The CITY's Responsibilities The City Manager agrees to reasonably cooperate with the CONSULTANT's 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 necessary incidentals during the interview period upon appropriate authorization of the City Manager. Furthermore, the CITY shall provide selected 0 finalists the a Yakima Police Department organizational chart, any current strategic and long Mercer Group, Inc. Agreement Page 3 range plans, a copy of the Yakima Police Policy Manual and any other materials defining the role and duties of the Chief of Police together with any evaluations of the organization completed in the last year. CONSULTANT shall provide candidates' permission for, and CITY shall order, NCIC criminal background investigations . on finalist candidates as a supplement to background investigations conducted by CONSULTANT. 7. Compensation to CONSULTANT The CITY agrees to compensate the CONSULTANT in the amount not to exceed Twenty One Thousand Five Hundred Dollars ($21,500.00) for all professional services and an amount not to exceed Nine Thousand Dollars ($9,000.00) for CONSULTANT's expenses associated with CONSULTANT's services that have been accepted by the CITY, as specifically described in Paragraph 3 herein, together with Exhibit "A ", pages 28 -31, of this Agreement. The cost for final candidates to travel to interview with the CITY is not included in these expenses, and shall be reimbursed by the CITY directly to the candidates. Payments to the CONSULTANT shall be made in accord with the specific provisions set forth at pages 20 -21 of the Proposal. 8. Termination of Agreement A. Without Cause. Either party may terminate this Agreement without cause by giving ten (10) business days' written notice thereof to the other party. Notice shall be considered issued within seventy -two (72) hours of mailing by certified mail to the address of the other party as set forth in this Agreement. Should either party terminate this Agreement without cause, the CITY shall only be obligated to pay the CONSULTANT for those services satisfactorily completed as of the date of termination. B. Termination for Breach. Either party may terminate this Agreement upon the 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, thereby affording the breaching party a reasonable opportunity for consultation and for cure with the terminating party before termination. Notice shall be considered issued within seventy -two (72) hours of mailing by certified mail to the address of the other party as set forth in this Agreement. Should either party terminate this Agreement for breach, . the CITY shall only be obligated to pay the CONSULTANT for those services satisfactorily completed as of the date of termination. 4 1) Mercer Group, Inc. Agreement Page 4 9. Additional Services In the event that the CITY elects to have the CONSULTANT provide additional services not enumerated in this Agreement or in the CONSULTANT's Proposal, attached hereto and incorporated herein, additional fees for those services shall be agreed upon in writing by the City and the CONSULTANT in advance. 10. Independent Contractor It is expressly agreed that CONSULTANT's performance of all work, services, and activities .under this Agreement, is and shall be as an independent contractor and not an employee, agent, principal or servant of the CITY. 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 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 defend, indemnify, and hold harmless the CITY, its elected officials, 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 during the performance of this Agreement, (d) any claims, suits, actions, damages or causes of action arising during the term of this Agreement for any personal injury, loss of life or damage to property sustained by reason or as a result of CONSULTANT's or CONSULTANT's agents, servants or employees performance of this Agreement. Such obligation to defend, indemnify and hold harmless 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 as a result thereof. CONSULTANT acknowledges and agrees that Mercer Group, Inc. Agreement Page 5 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. 12. Nondiscrimination: During the performance of this Agreement, CONSULTANT shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation and any other classification protected under federal, state, or local law. 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. 13. Confidentiality A. All information communicated to CONSULTANT by the CITY during the 110 term of this Agreement and the material created by CONSULTANT for the CITY under this Agreement shall be received and maintained in confidence by CONSULTANT and will be used only to provide services to the CITY under this Agreement. No such information or material may be disclosed by CONSULTANT without the prior written consent of the CITY. The provisions of this Section will not apply to information or material which is (a) 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 CITY; (c) generally is available as part of the public domain prior to disclosure by the CITY, or becomes so available through no fault of CONSULTANT; or (d) is independently developed by CONSULTANT or is received by CONSULTANT from a third party with no breach of any duty owed by the third party to the CITY. B. Certain information and /or data gathered by CONSULTANT may be provided by identifiable individual employees of the CITY 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 shall be held confidential and will not be provided to any parties outside of the CONSULTANT, including to CITY. Mercer Group, Inc. Agreement Page 6 14. General Conditions 0 A. This Agreement, together with the attached and incorporated Exhibit "A ", contains the entire understanding between the parties hereto with respect to the matters 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. The CITY and CONSULTANT 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) business days of receipt of such notice. The parties shall strive to resolve all conflicts through negotiation in good faith as the preferred approach to dispute resolution and may consider mediation, or another form of dispute resolution, as a supplement or alternative to litigation where mutually agreed to by the parties in writing. D. All notices required in this Agreement shall be sent by certified mail, return receipt requested, and shall be mailed to: CITY City Manager City of Yakima 200 South Third Street Yakima, WA 98901 -2830 With a copy to: City Attorney Jeffrey R. Cutter City of Yakima Legal Department 0 Mercer Group, Inc. Agreement Page 7 200 South Third Street — Second Floor Yakima, WA 98901 -2830 CONSULTANT Clark Wurzberger P.O. Box 546 21155 N. Manzanita Hill Rd. Weimar, CA 95736 Notice shall be considered issued and effective upon receipt thereof by the addressee -party, or seventy -two hours after mailing by certified mail to the place of business set forth above, whichever is earlier. E. This Agreement may not be assigned by either party without the prior written Consent of the other party. F. CONSULTANT shall be required to record and keep complete and accurate records and accounts related to the services rendered pursuant to this Agreement and for any expenses identified herein for which CONSULTANT requests reimbursement. All such books and records shall be available at reasonable times for examination by the .CITY and/or its designee and shall be kept and maintained after completion of all the services to be performed under this Agreement for a minimum of three (3) years and as required by applicable laws thereafter. G. In the event of a conflict between the provisions of this Agreement and the provisions of the Proposal, the provisions of this Agreement shall prevail. H. A waiver by either party hereto of a breach by the other party hereto of any covenant or condition of this Agreement shall not impair the right of the party not in default to avail itself of any subsequent breach thereof. Leniency, delay or failure of either party to insist upon strict performance of any agreement, covenant or condition of this Agreement, or to exercise any right herein given in any one or more instances, shall not be construed as a waiver or relinquishment of any such agreement, covenant, condition or right. 15. Insurance Mercer Group, Inc. Agreement Page 8 410 It is understood the .. CITY does not maintain liability insurance for CONSULTANT or its officers, directors, agents and employees. A. • Professional 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 evidence of professional liability coverage with a limit of at least One Million Dollars ($1,000,000.00) for each claim and an annual aggregate limit of at least Two . Million Dollars ($2,000,000.00). 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. The insurance shall be with an insurance company rated A -VII or higher in Best's Guide. If the policy is on a claim made basis, the retroactive date of the insurance policy shall be on or before the date this contract is executed by both parties hereto, or shall provide full prior acts coverage. The insurance coverage or substantially identical coverage sufficient to fully satisfy these requirements shall remain in effect during the term of this Agreement . and for a minimum of three (3) years following the termination of this Agreement. 1111 B. Commercial Liability Insurance. On or before the date this Agreement is fully executed by the parties, the CONSULTANT shall p rovide the CITY with a certificate of insurance as proof of commercial liability insurance with a minimum liability limit of One Million Dollars ($1,000,000.00) per occurrence /aggregate 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. Said policy shall be in effect for the duration of this Agreement. The policy shall name the CITY, its officials, officers, agents, and employees as additional insured as to this project only and shall contain a clause that the- insurer will not cancel or reduce in limits the insurance without first giving the CITY thirty (30) calendar days' prior written notice. The insurance shall be with an insurance company or a company rated A -VII or higher in Best's Guide and admitted in the State of Washington. C. 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) . per occurrence /aggregate limit bodily ® injury and property damage. The certificate shall clearly state who the provider is, the amount of Mercer Group, Inc. Agreement Page 9 coverage, the policy number, and when the policy and provisions provided are in effect Said policy shall be in effect for the duration of this Agreement. The policy shall name the CITY, its officials, officers, agents, and employees as additional insured as to this project only and shall contain a clause that the insurer will not cancel or reduce in limits the insurance without first giving the CITY thirty (30) calendar days' prior written notice. The insurance shall be with an insurance company or a company rated .A -VII or higher in Best's Guide and admitted in the State of Washington. D. 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. (The rest of this page was intentionally left blank) • Mercer Group, Inc. Agreement Page 10 • IN WITNESS WHEREOF; the CITY OF YAKIMA and CONSULTANT have caused this Agreement to be signed and executed, in duplicate, to take effect on the date last executed below. "CITY ": Witnesses:' ' ' CITY OF YAKIMA By: R.A. Zais, Jr., City Manager Date: Attest: (SEAL) Deborah Kloster, City Clerk Mercer Group, Inc: Agreement Page 11 "CONSULTANT ": Witnesses: The Mercer Group, Inc. By: Clark Wurzberger Senior Vice President Date: Mercer Group, Inc. Agreement Page 12