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HomeMy WebLinkAbout24267COUNTY OF FRESNO PROCUREMENTAGREEMENT Agreement Number:~50 lId 5 March 22,2005 Wilcox Miller &Nelson 100 Howe Ave.,Suite 155N Sacramento,CA 95825 The County of Fresno (County)hereby contracts with Wilcox Miller &Nelson (Contractor)as follows: TERM:This agreement will be for one (1)year to be effective March 22,2005. CONTRACTOR'S SERVICES: Contractor shall conduct executive searches for the positions of Director of Public Works and Planning,Deputy Director of Planning and Deputy Director of Public Works. Contractor has represented that it is highly experienced in the area of executive search work and County has relied upon those representations in entering this agreement. Contractor shall perform the executive searches according to the schedule in Attachment A,attached hereto and by this reference made a part hereof.County acknowledges that modifications to the schedule or search process may have to be made.Such changes shall be as directed by the County's Director of Personnel Services and agreed to by the Contractor.Contractor guarantees their work to the absolute satisfaction of the County. Contractor agrees to guarantee each of these placements for a period of one year from date of hire.In the event any candidate recruited and recommended by Contractor and thereafter hired by County,leaves County employment or is dismissed during this period,Contractor agrees to provide a one-time replacement at no additional charge, except expenses.Contractor's obligation to conduct such replacement searches shall be limited to one replacement search per each of the three positions. ADDITIONAL ITEMS:County reserves the right to negotiate additional items to this Agreement as deemed necessary.Such additions shall be made in writing and signed by both parties. DEFAULT:In case of default by Contractor,County may procure the services from another executive search firm chosen by County and may recover the loss occasioned thereby from any unpaid balance due Contractor or by any other legal means available to County.The fees paid by County shall be considered the prevailing cost at the time such services are procured. INVOICING:An itemized invoice in duplicate shall be mailed to Fresno County Departmentof Personnel,2220 Tulare St.,Fir 14,Fresno,CA 93721.The Agreement G:\HR\KFRIES\DOC\EXEC SEARCH AGREEMENT -WMN V3.DOC ---------------- PROCUREMENTAGREEMENT NUMBER: Wilcox Miller &Nelson March 22,2005 Page 2 number must appear on all shipping documents and invoices.Invoice terms shall be Net 45 Days. MAXIMUM:In no event shall County be obligated to pay in excess of $36,000 for Professional Services and $10,500 for expenses under this agreement,for a total contract amount not to exceed $46,500.Expenses include out-of-pocket costs associated with consultant travel,advertising,printing and binding,postage and delivery,clerical,background checks,and long-distance telephone charges.One-third of the professional fee is due as a retainer,invoiced upon execution of the agreement. One third shall be invoiced after the referral of top candidates for all three positions is accomplished.The final payment shall be invoiced after completion of the selection process. In the event one or more of the candidates referred by Contractor to County as part of Contractor's services hereunder is hired by County in any capacity other than for those positions contracted for within 180 days after said referral,or in the event County refers to any organization ("Organization")one or more candidates referred by Contractor to County as part of its services hereunder,which organization thereafter hires said candidate within 180 days after said referral to County by Contractor,the County shall pay Contractor a fee of $12,000 per person so hired except that in no event shall County's total liability for professional services under this agreement,including this paragraph,exceed $36,000 exclusive of expenses as described in the preceding paragraph.County shall not be liable for any professional services fees under this paragraph if the candidate or candidates hired by County or by Organization were already under consideration for employment by County or Organization at the time of the referral. TERMINATION:County reserves the right to immediately terminate this Agreement upon written notice to Contractor.In the event of such termination,Contractor shall retain only those fees that have already been paid prior to the date of termination. LAWS AND REGULATIONS:Contractor shall comply with all laws,rules and regulations whether they be Federal,State or municipal,which may be applicable to Contractor's business,equipment and personnel engaged in service covered by this Agreement. AUDITS:Contractor shall,as required by law,ordinance,code or decree permit County to audit and inspect all such records and data pertaining to this Agreement and at all reasonable times be open to inspection by authorized representatives of the County. LIABILITY:Contractor agrees to: Pay all claims for damages to County arising from Contractor's operations under this Agreement. Indemnify,save and hold harmless,and at County's request defend County,its officers, agents and employees from any and all claims for damage or other liability,including G:\HR\KFRIES\DOC\EXEC SEARCH AGREEMENT -WMN V3.DOC n__-n ---------------- PROCUREMENTAGREEMENTNUMBER: Wilcox Miller &Nelson March 22,2005 Page 3 costs,expenses,causes of action,claims or judgments resulting out of or in any way connected with Contractor's performance or failure to perform by Contractor,its agents, officers or employees under this Agreement. INSURANCE: Without limiting County's right to obtain indemnification from Contractor or any third parties,Contractor,at its sole expense,shall maintain in full force and effect the following insurance policies throughout the term of this Agreement: A.Commercial General Liability Commercial General Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00)per occurrence and an annual aggregate of One Million Dollars ($2,000,000.00).This policy shall be issued on a per occurrence basis. County may require specific coverage including completed operations,product liability,contractual liability,Explosion-Collapse-Underground,fire legal liability or any other liability insurance deemed necessary because of the nature of the contract. B.Automobile Liability Comprehensive Automobile Liability Insurance with limits for bodily injury of not less than Two Hundred Fifty Thousand Dollars ($250,000.00)per person,Five Hundred Thousand Dollars ($500,000.00)per accident and for property damages of not less than Fifty Thousand Dollars ($50,000.00),or such coverage with a combined single limit of Five Hundred Thousand Dollars ($500,000.00).Coverage should include owned and non-owned vehicles used in connection with this Agreement. C.Professional Liability If Contractor employs licensed professional staff,(e.g.,Ph.D.,R.N.,L.C.S.W., M.F.C.C.)in providing services,Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00)per occurrence,One Million Dollars ($1,000,000.00)annual aggregate. D.Worker's Compensation A policy of Worker's Compensation insurance as may be required by the California Labor Code. Within Thirty (30)days from the date Contractor executes this Agreement,Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies,as required herein,to the County of Fresno,stating that such insurance coverage have been obtained and are in full force;that the County of Fresno, its officers,agents and employees will not be responsible for any premiums on the policies;that such CommercialGeneral Liability insurance names the County of Fresno, G:\HR\KFRIES\DOC\EXEC SEARCH AGREEMENT -WMN V3.DOC n-n-u -----_n n_-n-n------- PROCUREMENTAGREEMENT NUMBER: Wilcox Miller &Nelson March 22,2005 Page 4 its officers,agents and employees,individually and collectively,as additional insured, but only insofar as the operations under this Agreement are concerned;that such coverage for additional insured shall apply as primary insurance and any other insurance,or self-insurance,maintained by County,its officers,agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein;and that this insurance shall not be cancelled or changed without a minimum of thirty (30)days advance,written notice given to County. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided,the County may,in addition to other remedies it may have,suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California.Insurance purchased shall be purchased from companies possessing a current A.M.Best,Inc.rating of B+FSC VII or better. INDEPENDENT CONTRACTOR:In performance of the work,duties and obligations assumed by Contractor under this Agreement,it is mutually understood and agreed that Contractor,including any and all of Contractor's officers,agents,and employees will at all times be acting and performing as an independent contractor,and shall act in an independent capacity and not as an officer,agent,servant,employee,joint venturer, partner,or associate of the County.Furthermore,County shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function.However,County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof.Contractor and County shall comply with all applicable provisions of law and the rules and regulations,if any,of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor,Contractor shall have absolutely no right to employment rights and benefits available to County employees.Contractor shall be solely liable and responsible for providing to,or on behalf of,its employees all legally-required employee benefits.In addition,Contractor shall be solely responsible and save County harmless from all matters relating to payment of Contractor's employees,including compliance with Social Security,withholding,and all other regulations governing such matters.It is acknowledged that during the term of this Agreement,Contractor may be providing services to others unrelated to the County or to this Agreement. NON-ASSIGNMENT:Neither party shall assign,transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. AMENDMENTS:This Agreement constitutes the entire Agreement between Contractor and County with respect to the subject matter hereof and supersedes all previous negotiations,proposals,commitments,writings,advertisements,publications,Request G:\HR\KFRIES\DOC\EXEC SEARCH AGREEMENT -WMN V3.DOC PROCUREMENT AGREEMENT NUMBER: Wilcox Miller &Nelson March 22,2005 Page 5 for Proposals,Bids and understandings of any nature whatsoever unless expressly included in this Agreement.This Agreement supersedes any and all terms set forth in Contractor's invoice.This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES:In the event of any inconsistency in interpreting the documents which constitute this Agreement,the inconsistency shall be resolved by giving precedence in the following order of priority:(1)the text of this Agreement (excluding Attachment "A");(2)Attachment "A"; GOVERNING LAWS:This Agreement shall be construed,interpreted and enforced under the laws of the State of California.Venue for any action shall only be in County of Fresno. Please acknowledge your acceptance by returning all pages of the signed original of this Agreement to my office,retaining a copy for your files. Please refer any inquiries in this matter to Patricia Flaherty,Buyer,at (559)456-7110 or FAX at (559)456-7831. FOR THE COUNTY OF FRESNO ~y~/1:?fL Facility Services &Purchasing Manager 4525 East Hamilton Avenue Fresno,CA 93702-4599 Date:3 --2 S-~85 MGB:[click here -Buyer's Initials]:[click here -your initials] G:\HR\KFRIES\DOC\EXEC SEARCH AGREEMENT.DOC G:\HR\KFRIES\DOC\EXEC SEARCH AGREEMENT -WMN V3.DOC AT .CHMENT A PROPOSED RECRUITMENT STRATEGY AND TENTATIVE TIMELINE Director of Public Works &Planning,Deputy Director of Public Works,&Deputy Director of Planning March 22,2005 -Meeting with Wilcox Miller &Nelson .Develop Candidate Profile .Parameters of Search &Timeline .Selection Process Week of March 21 -April 5,2005 .Finalize Candidate Profile with County .Finalize Recruitment &Selection Process .Finalize Advertising Plan Direct Mailings-AmericanPW Assoc;CA Land SurveyorAssoc;AmericanPlanningAssoc; All CA Registered Engineers and Land Surveyors;County/City Public Works &Planning Departments Publications/Magazines -Jobs Available,Western City,American Planning Assoc, CA Planners,CSAC Conference-3/19-23/05 National Conference of American Planning Assoc (San Francisco) Websites -County of Fresno,CSAC,American Planning Assoc,CA Planners, CA Surveyors Assoc,PLANETIZEN (The Planning &Development Network) April 8,2005 through May 13,2005 (5 weeks) .Recruitment Filing Period May 13,2005 -June 3,2005 .Preliminary InterviewslRecommendations (Wilcox Miller &Nelson with PSD) Review Candidates Resumes &Supplemental Questionnaires Preliminary Interviews &1sttier reference checks Written recommendation of top finalists for each position (3-7)submitted to County Week of June 6,2005 .County Interviews Top 3-7 Candidates for Director of Public Works &Planning Countv Representatives -Bart Bohn,Carolina Jimenez-Hogg,Cecil Leonardo Community Representatives -e.g.,COG,RJI, Week of June 13,2005 .Background/2ndtier reference checks conducted.Job Offer Made No Later than July 11,2005 .Director of Public Works &Planning begins employment with County Week of July 18,2005 Director of Public Works &Planning Interviews &Appoints Deputy Directors