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