Ordinance No. 8,92020000525 -1
ORDINANCE NO. 8920
® AN ORDINANCE AUTHORIZING AND DIRECTING THE CITY MANAGER AND THE
CITY CLERK OF THE CITY OF BAYTOWN TO EXECUTE AND ATTEST TO A
PROFESSIONAL SERVICES AGREEMENT WITH RALPH ANDERSEN & ASSOCIATES
TO CONDUCT THE RECRUITMENT FOR THE ASSISTANT CITY MANAGER/PUBLIC
SERVICES; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM OF
FOURTEEN THOUSAND FIVE HUNDRED AND NO /100 DOLLARS ($14,500.00), PLUS
REIMBURSABLE EXPENSES, BILLED AT ACTUAL COSTS; MAKING OTHER
PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE
THEREOF.
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the
City Manager and the City Clerk of the City of Baytown to execute and attest to a Professional Services
Agreement (the "Agreement ") with Ralph Andersen & Associates to conduct the recruitment for the Assistant
City Manager /Public Services. A copy of said Agreement is attached hereto, marked Exhibit "A," and made a
part hereof for all intents and purposes.
Section 2: That the City Council of the City of Baytown authorizes payment to Ralph Andersen
& Associates to conduct the recruitment for the Assistant City Manager /Public Services of the sum of
FOURTEEN THOUSAND FIVE HUNDRED AND NO /100 DOLLARS ($14,500.00), plus reimbursable
expenses, billed at actual costs, pursuant to the Professional Services Agreement.
Section 3: That pursuant to the provisions of Texas Local Government Code Annotated § 252.048,
the City Manager is hereby granted general authority to approve any change order involving a decrease or an
increase in costs of TWENTY -FIVE THOUSAND AND NO /100 DOLLARS ($25,000.00) or less, subject to
the provision that the original Professional Services Agreement price may not be increased by more than twenty-
five percent (25 %) or decreased by more than twenty-five percent (25 %) without the consent of the Professional
Services Agreementor to such decrease.
Section 4: This ordinance shall take effect immediately from and after its passage by the City
Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of
Baytown this the 25`h day of May, 2000.
PETE C. ALFARO, kayor
ATTES .
GARY_6k. SM H, City Clerk
APPROVED AS TO FORM:
ACID RAMIREZ, S ity Attorney
c:\MyDocuments\ Council\ 99 -00\ May\ RalphAndersenRecruitmentAgreement
Professional Services Agreement
Executive Search Services
This Agreement is made by and between the City of Baytown ( "the City "), and Ralph Andersen
& Associates ( "the Consultant ").
1. Search Engagement. The City agrees to engage the Consultant to perform those services
described below, for completion of the project described as follows: Assistant City Manager -
Public Services Executive Search Services ( "the Search ").
2. Services. The Consultant agrees to perform certain services necessary for completion of the
Search, which services shall include, without limitation, the following:
a) Position Analysis;
b) Advertising Campaign;
c) Candidate Identification;
d) Resume Review and Screening;
e) Preliminary Interviews;
f) Detailed Reference Checks;
g) Recruitment Report;
h) Client /Finalist Interviews;
i) Final Interview Assistance; and
j) Follow -up Correspondence.
3. Relationship. The Consultant is an independent contractor and is not to be considered an
agent or employee of the City.
4. Compensation. As full compensation for the Consultant's professional services performed
hereunder, the City shall pay the Consultant the fixed amount of FOURTEEN THOUSAND
FIVE HUNDRED DOLLARS ( "professional services fee ").
is 5. Expense Reimbursement. The Consultant shall be entitled to reimbursement for expenses
from the City for such expenses as travel, advertising, printing and binding, postage and
delivery, and clerical and long- distance telephone charges. The Consultant shall provide the
City with a listing of expenses by category of expense as a part of monthly billings.
EXHIBIT A
Professional Services Agreement
Executive Search Services
Page 2
Estimated reimbursable expenses pursuant to accomplishing services as described in Section
7 are estimated to be $5,000 to $8,000. Furthermore, any expenses of $500 or more shall be
pre- approved by the City in writing for the City being liable for the same. In no case shall
reimbursable expenses exceed $9,000 without prior approval of the City.
6. Compensation for Additional Services. In the event the City requires services in addition to
those described in Paragraph 2, the Consultant shall be compensated at the Consultant's
standard hourly rates of $100.00 per hour for professional services, plus reimbursement of
expenses. All reimbursable expenses associated with additional services should be pre -
approved in writing by the City.
7. Method of Payment. Progress payment of the Consultant's professional services fee and
expenses shall be made on a monthly basis by the City upon receipt of billings from the
Consultant. Pursuant to state law, payments shall not be due until 30 days after receipt of
services or receipt of an invoice for the same, whichever is later.
8. Term. The term of this agreement shall commence on June 1, 2000, at which time the
Consultant shall begin work on the Search and shall continue, subject to the termination
provisions of Paragraph 10, until the date that the Consultant completes the Search. The time
of completion of the Search is estimated to be 60 to 90 days (sixty to ninety days) from
project initiation. Services must be completed by October 1, 2000.
9. Guarantee. If, during the first year of employment, the new Assistant City Manager - Public
Services resigns or is dismissed for cause by the City, the Consultant agrees to perform
another search for an Assistant City Manager- Public Services for no professional services
fee. The Consultant shall be entitled to reimbursement of expenses incurred during such
search. The reimbursement of expenses should be in accordance with requirements outlined
in Section 5 hereof.
10. Termination. This agreement may be terminated: (a) by either party at any time for failure
of the other party to comply with the terms and conditions of this Agreement; (b) by either
party upon 10 days prior written notice to the other party; or (c) upon mutual written
agreement of both parties. In the event of termination, the Consultant shall stop work
immediately and shall be entitled to compensation for professional service fees and for
expense reimbursement to the date of termination. No payments should be tendered to the
Consultant under this section until all work product has been turned over to the City.
11. Insurance. The Consultant shall procure and maintain at its sole cost and expense for the
duration of the Contract, insurance against claims for injuries to person or damages to
property which may arise from or in connection with the performance of the services
hereunder by the Consultant, its agents, representatives, volunteers, employees or
subconsultants.
The Consultant's insurance coverage shall be primary insurance with respect to the City, its
officials, employees and agents. Any insurance or self - insurance maintained by the City, its
officials, employees or agents shall be considered in excess of the Consultant's insurance and
shall not contribute to it. Further, the Consultant shall include all subconsultants, agents and
Professional Services Agreement
Executive Search Services
Page 3
assigns as additional insureds under its policy or shall furnish separate certificates and
endorsements for each such person or entity. All coverages for subconsultants and assigns
shall be subject to all of the requirements stated herein.
The following is a list of standard insurance policies along with their respective minimum
coverage amounts required in this Agreement:
a) Commercial General Liability
• General Aggregate: $1,000,000
• Products & Completed Operations Aggregate: $1,000,000
• Personal & Advertising Injury: $1,000,000
• Per Occurrence: $500,000
• Fire Damage: $50,000
• Coverage shall be at least as broad as ISO CG 00 01 10 93
• No coverage shall be deleted from standard policy without notification of
individual exclusions being attached for review and acceptance.
b) Business Automobile Policy
• Combined Single Limits: $500,000
• Coverage for "Any Auto"
c) Errors and Omission
• Limit: $1,000,000 for this project.
■ For all Consultants, engineers, and /or design companies
• Claims -made form is acceptable
• Coverage will be in force for three (3) years after construction of the Project is
completed.
d) Workers' Compensation
■ Statutory Limits
® ■ Employer's Liability $500,000
■ Waiver of Subrogation required.
C.
Professional Services Agreement
Executive Search Services
Page 4
The following shall be applicable to all policies of insurance required herein.
a. Insurance carrier must have an A.M. Best Rating of A:VIII or better.
b. Only insurance carriers licensed and admitted to do business in the State of Texas
will be accepted.
C. Liability policies must be on occurrence form. Errors and Omissions can be on
claims -made form.
d. Each insurance policy shall be endorsed to state that coverage shall not be
suspended, voided, canceled or reduced in coverage or in limits except after thirty
(30) days' prior written notice by certified mail, return receipt requested, has been
given to the Owner.
e. The Owner, its officers, agents and employees are to be added as Additional
Insureds to all liability policies, with the exception of the Errors and Omissions
Policy required herein.
f. Upon request and without cost to the Owner, certified copies of all insurance
polices and /or certificates of insurance shall be furnished to the Owner.
g. Upon request and without cost to the Owner, loss runs (claims listing) of any
and /or all insurance coverages shall be furnished to the Owner.
h. All insurance required herein shall be secured and maintained in a company or
companies satisfactory to the Owner, and shall be carried in the name of the
Architect. The Architect shall provide copies of insurance policies required
hereunder to the Owner on or before the effective date of this Agreement.
12. Hold Harmless. The Consultant shall be responsible for its acts of negligence, and the City
shall be responsible for its acts of negligence. The Consultant agrees to indemnify and hold
the City harmless from any and all claims, demands, actions and causes of action to the
extent caused by the negligent acts of the Consultant, its officers, agents and employees, by
reason of the performance of this agreement. This indemnity shall not be construed to require
indemnification of others.
13. Miscellaneous.
a) The entire agreement between the parties with respect to the subject matter hereunder
is contained in this agreement.
40 b) Neither this agreement nor any rights or obligations hereunder shall be assigned or
delegated by the Consultant without the prior written consent of the City.
Professional Services Agreement
Executive Search Services
Page 5
c) This agreement shall be modified only by a written agreement duly executed by the
City and the Consultant.
d) Should any of the provisions hereunder be found to be invalid, void or voidable by a
court, the remaining provisions shall remain in full force and effect.
e) This agreement shall in all respects be interpreted and construed in accordance with
and governed by the laws of the State of Texas and the City, regardless of the place of
its execution or performance. The place of making and the place of performance for
all purposes shall be Baytown, Harris County, Texas.
f) All notices required to be given hereunder shall be given in writing by telecopier,
overnight, or facsimile transmission, certified or registered mail or by hand delivery
at the respective addresses of the parties set forth herein or at such other address as
may be designated in writing by either party. Notice given by mail shall be deemed
given three (3) days after the date of mailing thereof to the address listed
hereinbelow.
The Consultant shall comply with all rules, regulations, and laws of the United States of
America, the State of Texas, and all laws, regulations, and ordinances of the City of Baytown as
they now exist or may hereafter be enacted or amended, pertaining to this Agreement.
This Agreement shall not bestow any rights upon any third party, but rather, shall bind and
benefit Consultant and the City only.
Both Consultant and the City acknowledge that time is of the essence in this Agreement.
Notwithstanding anything to the contrary contained in this Agreement, Client and Consultant
hereby agree that no claim or dispute between Client and Consultant arising out of or relating to
this Agreement shall be decided by any arbitration proceeding including, without limitation, any
proceeding under the Federal Arbitration Act (9 U.S.C. Section 1 14), or any applicable State
arbitration statute, including, but not limited to, the Texas General Arbitration Act, provided that
in the event Client is subjected to an arbitration proceeding notwithstanding this provision,
Consultant consents to be joined in the arbitration proceeding if . Consultant's presence is
required or requested by Client of complete relief to be recorded in the arbitration proceeding.
Failure of either party hereto to insist on the strict performance of any of the agreements herein
or to exercise any rights or remedies accruing thereunder upon default or failure of performance
shall not be considered a waiver of the right to insist on and to enforce by an appropriate remedy,
strict compliance with any other obligation hereunder or to exercise any right or remedy
occurring as a result of any future default or failure of performance.
In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for
or against any party hereto on the basis that such party did or did not author the same.
The parties acknowledge that they have read, understand and intend to be bound by the terms
and conditions of this Agreement.
05/25/00 10:42 'x`916 630 4911 RALPH AINDERSEN S 1@007
Professional Services Agreement
Executive Search Services
Page b
The officers executing this Agreement on behalf of the parties hereby represent that such
officers have full authority to execute this Agreement and to bind the party he/she represents.
APPROVED:
RAI,P9 ANDERSEN & ASSOCIATES
Name Printed: Heather Renschler
Title: President/CF-0
Date: —3/ c7 �UO
4240 Rocklin Road, Suite 11
Rocklin, California 95677
(916) 630 -4900
FAX: (916) 630 -4911
CITY OF BAYTOWNs TEXAS
By:
Name Pnnted:
Title:
Date:
2401 Market
Baytown, TX 77520
(281) 422 -8281
FAX: (281).420-6586