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HomeMy WebLinkAboutTeri Black & Company, LLC - 2020-04-17 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND TERI BLACK&COMPANY,LLC. FOR EXECUTIVE SEARCH TO RECRUIT A PUBLIC WORKS DIRECTOR THIS AGREEMENT("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and Teri Black & Company, LLC., a California Limited Liability Company hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to perform an executive search for a Public Works Director; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Teri Black who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. i 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 'rB&C LLC—Director of Public Works Recruitment 05/19-204132 20-8474/225257 1 of 12 3. TERM; TIME OF PERFORMANCE me is"of the essence of this Agreement. The services of CONSULTANT are to commence on 17 ,2020(the"Commencement Date"). This Agreement shall automatically terminate three (3)years from the Commencement Date,unless extended or sooner terminated as provided herein. All tasks specified in Exhibit"A" shall be completed no later than three(3)years from the Commencement Date. The time for performance of the tasks identified in Exhibit"A" are generally to be shown in Exhibit"A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date,CONSULTANT -shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement,a fee, including all costs and expenses,not to exceed Twenty Eight Thousand and Five Hundred Dollars ($28,500). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." TB&C LLC—Director of Public Works Recruitment 05/19-204132 20-8474/225257 2 of 12 7. DISPOSITION OF PLANS ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion,whichever shall occur first. These materials may be used by CITY as it sees fit. i 8. HOLD HARMLESS i A. CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials,employees, agents and volunteers from i and against any and all claims,damages, losses, expenses,judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors,if any)negligent(or alleged negligent)performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT,its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. B. To the extent that CONSULTANT performs"Design Professional Services"within the meaning of Civil Code Section 2782.8,then the following Hold Harmless provision applies in place of subsection A above: TB&C LLC—Director of Public Works Recruitment 05/19-204132 20-8474/225257 3 of 12 ► "CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the negligence,recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However,notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8. C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY.in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable.- The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY;however an insurance TB&C LLC—Director of Public Works Recruitment 05/19-204132 20-8474/225257 4 of 12 policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or If replacements). S. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason,CONSULTANT agrees to purchase an extended reporting provision of at least two - (2)years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement;the certificate shall: A. provide the name and policy number of each carrier and policy; TB&C LLC—Director of Public Works Recruitment 05/19-204132 20-8474/225257 5 of 12 B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party,reduced in coverage or in limits except after thirty(30)days' prior written notice;however,ten(10)days'prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the j work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense,hold harmless and indemnification obligations as set forth in this - - -Agreement. CITY or its representative shall at all times have the right to demand the original or a- —— —-— copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause,and whether or not the PROJECT is fully complete. Any termination of this Agreement by 1 ' TB&C LLC—Director of Public Works Recruitment 05/19-204132 20-8474/225257 6 of 12 CITY shall be made in writing,notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall,at the option of CITY,become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. - i 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work,item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant,or by enclosing the same in a sealed envelope,postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. TB&C LLC—Director of Public Works Recruitment 05/19-204132 f 20-8474/225257 7 of 12 CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach Teri Black&Company, LLC. ATTN: Travis Hopkins ATTN: Teri Black 2000 Main Street 3510 Torrance Blvd., Suite 209 Huntington Beach, CA 92648 Torrance, CA 90503 (424)296-3111 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any TB&C LLC—Director of Public Works Recruitment 05/19-204132 20-8474/225257 8 of 12 I provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be i unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent I� upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the j commission of any act contrary to law, and wherever there is any conflict between any provision i contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to - bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared i and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall,in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of an g Py y subcontractor work involving legal services, and that such legal services are expressly outside the TB&C LLC—Director of Public Works Recruitment 05/19-204132 20-8474/225257 9 of 12 scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions'of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its i i attorney's fees from the nonprevailing party. -- -- — —— - 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact,held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation,and that each has had the opportunity TB&C LLC—Director of Public Works Recruitment 05/19-204132 20-8474/225257 10 of 12 i j to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements,promises,agreements or warranties,oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set i forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior it understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. I it 29. EFFECTIVE DATE I This Agreement shall be effective on the date of its approval by the City Attorney. f This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. TB&C LLC—Director of Public Works Recruitment 05/19-204132 20-8474/225257 11 of 12 I CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of Teri Black&Company California Teri Black By: Director/Chief (Pursuant To HBMC§3.03.100) bPH1��4�Vnl print name APPROVED AS TO FORM: ITS: (circle o Chairma esident/Vice President AND r By: tE"A City A orney Date print name - —--—-ITS: (circle on ceretary/Chief Financial Officer/Asst.———RECEIVE AND FILE:- Secretary—is City Clerk Date S�1y�-� TB&C LLC—Director of Public Works Recruitment 05/19-204132 20-8474/225257 12 of 12 I EXHIBIT "A" IE A. STATEMENT OF WORK: (Narrative of work to be performed) Scope of work is Section II-Recruitment Strategy in the Teri Black& Company, LLC proposal i for Executive Search Services for the City of Huntington Beach to recruit a Public Works Director, dated January 2020. i f i I i f EXHIBIT A II. RECRUITMENT STRATEGY The executive search strategy that follows describes four complete phases of a comprehensive recruitment for a department director level position. PHASE Client Feedback&involvement The lead recruiter will work closely with the Assistant City Manager to design a customized candidate profile, recruitment strategy and timeline in accordance with the Client's desires and expectations. It is our goal to gain a complete understanding of the experience, knowledge, expertise and strengths the Client Is seeking In a new Public Works Director, as well as learn about the Client's priorities, current and upcoming challenges, fiscal health, organizational culture, and composition of the overall management team. In order for TBC to represent the opportunity with conviction and credibility, we prefer to get as much Information and feedback as possible before the recruitment is officially launched. Because our clients know their organizations best, we rely on their guidance to determine the best sources of Information upon launching each assignment. Strategy Refinement Following the gathering of feedback, TBC will develop a detailed timeline for the project along with a proposed methodology for attracting the best possible candidates. A detailed timeline and overall strategy will ,be reviewed and approved by the Client prior to execution. Material Development& Production immediately following the client feedback activities,the lead recruiter will draft advertising and recruitment brochure text for the Client's review.This information (description of community, culture,organization,ideal candidate profiles,compensation/benefits,etc.)should accurately summarize what was learned from the feedback sources. PHASE II Advertising & Marketing Once the lead recruiter develops a clear understanding of what the Client is seeking,TBC will create a customized advertising campaign specifically for this search. Both the traditional and electronic campaigns will be Interrelated to ensure the position has a powerful presence In the marketplace. Once the advertising is executed, TBC will distribute the recruitment brochure with a personalized cover letter to the national network of professional contacts in our database. Both e-mail and traditional mail are utilized in our marketing efforts. The Job will also be promoted through the firm's social media presence via Unkedln, Facebook, Twitter, and Instagram. Linked. 2 i i I f i Personalized Outreach As an intensive follow-up to the*advertising and marketing campaigns, the recruiters will i personally contact the individuals targeted and generate new contacts through referrals made by respected sources.The most impressive candidates are usually found this way and it frequently requires several persuasive conversations to attract them into a i recruitment if they are content and successful in their current position. The majority of highly qualified candidates will not necessarily respond to an advertisement; therefore, extensive proactive outreach Is required. i Our clients pay for results and that's exactly what we deliver. Unlike many other recruiting firms serving the public sector, TBC Invests whatever time is necessary to generate a number of outstanding candidates from which.the Client can make a selection. While most of our competitor's charge additional consulting fees beyond a specific threshold,we do not limit the number of consulting hours,travel or meetings dedicated to any given project. PHASE III - - — - - Resume Assessment While the lead recruiter will review resumes as they are received, a final detailed review of each submission will be conducted immediately following the closing .date of the recruitment.Those candidates determined to be the most highly clOalified will be selected for a screening Interview, i The TBC online application system was introduced to the market 12 years ago and was the first In the public sector executive search Industry, leveraging the power, reach, and accessibility of the internet, TBC pioneered a modem digital experience for both candidates and clients. Since then, some of our competitors'have followed suit, but TBC continues to set the bar with enhanced website and online application security features, two-step authentication, strong passwords, and secure candidate database storage to keep candidate Information safe and confidential. ScreehIng Interviews TBC does not restrict the number of candidates to be screened. Rather, we Interview every candidate who meets our Client's criteria.As a rule, this group frequently amounts to 6-12 candidates. The number of candidates screened ranges from just a handful of professionals for highly specialized positions to more than 20 for highly coveted opportunities. Recruitment Report Following the completion of the screening interviews,-the lead recruiter will develop a written report that includes: a master list of all the applicants, resumes and.cover letters for each candidate interviewed, a one-page profile summarizing each candidate's professional history, plus an overview of the recruiter's Initial assessment of each Individual based on their experience and the results of their screening interview. TBC will send the written report to the Client in advance of a scheduled meeting that will be dedicated to reviewing the results of the recruitment,discussing each candidate screened, and planning for the final stages of the selection process. 3 Candidate Communications & Care Throughout the entire recruitment,TBC will take responsibility for communicating with the candidates during each stage of the search. In addition,the Client should feel free to refer any inquiries from potential or existing candidates directly to the lead recruiter at any time during the engagement, We handle all administrative aspects of the assignment. TBC is extremely attentive to internal candidates. Our recruiters make sure they understand the process and are kept informed at every Juncture as they may have never worked with a recruiter before. We strive to exceed the expectations of candidates throughout our engagements as It is critical that all the participants, regardless of whether or not they are selected, have a positive experience, and leave the process with a favorable Impression of the City of Huntington Beach. PHASE IV Selection Process TBC will design and administer appropriate final selection processes In partnership with the Client. Most traditional selection processes entail at least one or two panel interviews followed by the appointing authority spending time with the highest ranked candidates. Given the fierce and relentless competition for the best talent, we now encourage all of our clients to be flexible and nimble in regard to how the final stages of the process get structured. In order to land the best options for our cities, we frequently recommend a targeted and highly accelerated approach if we think a uniquely talented candidate warrants such attention. We tailor our processes to best meet our Client's needs. Background & References Following the final process and the Client's selection of its top candidate, TBC will conduct thorough background and in-depth reference checks. Our background checks are performed by a licensed private Investigator and entail credit, driving record, civil, criminal and academic credential records checks. Court records checks Include county, state and federal systems. Media, internet and social networking checks are also included. The reference checks are conducted by a TBC consultant and are typically supplemented by comments generated from contacts that do not appear on the candidate's reference list. Extensive written reports are provided to the Client for review and recordkeeping. Negotiations Once the Client reviews and is comfortable with the findings in the report,TBC is available to assist with negotiations on compensation, benefits, start date and other transition details to bring the assignment to successful completion. 4 EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. Description Amount Professional Fee $19 000 Reimbursable Expenses' not to exceed Advertising $ 3,250 Recruitment Brochure &Mailing $2,100 Administrative Support $2,250 Printing&FedEx $. 500 Background&record checks _ $ 600 Consultant Travel mileage only) $ 800 _ r� Project Reimbursable Expenses $ 9,500 Total Costs $28,500 'Reimbursable Expenses by Category are an estimation.Invoices may reflect actual expense amounts in any given category that are above or below the estimated amount, however, total expenses billed during the project shall not exceed the total"Project Expenses(NTE)"amount as stated. 2. Delivery of work product: A copy of the relevant reports and other documentation prepared by CONSULTANT, as described in Exhibit "A," shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve Exhibit B an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Exhibit B i I I I I ' PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND TERI BLACK&COMPANY,LLC. FOR EXECUTIVE SEARCH TO RECRUIT A PUBLIC WORKS DIRECTOR Table of Contents 1 Scope of Services................................................................................................................ 1 2 City Staff Assistance ................2 3 Term;Time of Performance...............................................: 4 Compensation......................................................................................................................2 5 Extra Work..........................................................................................................................2 6 Method of Payment.............................................................................................................3 ` 7 Disposition of Plans,Estimates and Other Documents.......................................................3 8 Hold Harmless.....................................................................................................................3 9 Professional Liability Insurance ........4 10 Certificate of Insurance.......................................................................................................5 - —-- -11 Independent Contractor......................................................................................................6 - — --— - 12 Termination of Agreement..................................................................................................6 13 Assignment and Delegation..................................................................................................6 14 Copyrights/Patents ..............................................................................................................7 15 City Employees and Officials................................................................ 16 Notices... ........................................:........................................................................7 17 Consent................................................................................................................................8 18 Modification........................................................................................................................8 19 Section Headings.................................................................................................................8 20 Interpretation of this Agreement.........................................................................................8 21 Duplicate Original...............................................................................................................9 22 Immigration..........................................................................................................................9 23 Legal Services Subcontracting Prohibited...........................................................................9 24 Attorney's Fees...................................................................................:................................. 10 25 Survival................................................................................................................................ 10 26 Governing Law..................................................................................................................... 10 27 Signatories............................................................................................................................ 10 28 Entirety................................................................................................................................. 10 29 Effective Date.................................................................................11 Al ® DATE(MM/DDIYWY) CERTIFICATE OF LIABILITY INSURANCE 02/06/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Hiscox Inc.d/b/a/Hiscox Insurance Agency in CA PHONE FAX (888)202-3007 (AIC,No): 520 Madison Avenue E-MAIL ADDRESS: contact@hiscox.com 32nd Floor New York,NY 10022 INSURERS AFFORDING COVERAGE NAIC# INSURERA: Hiscox Insurance Company Inc 10200 INSURED INSURER B: Teri Black&Company,LLC 3510 Torrance Blvd INSURER C Ste 209 INSURER D: TORRANCE,CA 90503 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER Y LTR POLICY NUMBER MM/DDIYYYY) (MMIDD/YYYY'l LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO PREMISESS(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- ❑ JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB HCLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION SPER OTH- AND EMPLOYERS'LIABILITY Y/N TATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED? NIA (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S A Professional Liability N UDC-1495849-E0-19 09/28/2019 09/28/2020 Each Claim: $2,000,000 Aggregate: $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) APP VED AS TO FORM ey: M H E.GATES CITY ATTORNEY CITY OF HUNTINGTON BEACH CERTIFICATE HOLDER CANCELLATION City of Huntington Beach 2000 Main Street SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Huntington Beach CA 92648 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1 DATE(MM/DD/YYYY) A�oRo� CERTIFICATE OF LIABILITY INSURANCE 2/2s/2o2o THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Stacey Tialavea / Cecilia Garza Post Insurance Services Inc PAO/CNo Ext: (310)328-3622 AC,No: (310)32e-6054 License #0551220 E-MAIL ADDRESS: certprocessing@postinsurance.com 2356 Torrance Blvd. INSURERS AFFORDING COVERAGE NAIC# Torrance CA 90501 INSURER A'Sentinel Insurance Co LTD 11000 INSURED INSURER B:California Automobile Ins CO 38342 Teri Black and Company LLC INSURERC:Hartford Casualty Ins Co 29424 3510 Torrance Blvd INSURER D Ste 209 INSURER E: Torrance CA 90503 INSURER F COVERAGES CERTIFICATE NUMBER:19 ALL 20 AUTO REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MM/DD/YYYY MMIDD/YYYY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 A CLAIMS-MADE ❑X OCCUR DAMAGE TO RENTED 1,000,000 PREMISES Ea occurrence $ 72SRAIB3098 6/16/2019 6/16/2020 MED EXP(Any one person) $ 10,000 PERSONAL BADV INJURY $ 2,000,000 GEN'LAGGREGATE LIMITAPPLIES PER. GENERAL AGGREGATE $ 4,000,000 X POLICY ] PRO-JECT ❑ LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANYAUTO BODILY INJURY(Per person) $ B ALL OWNED SCHEDULED AUTOS AUTOS BA040000031958 2/2/2020 2/2/2021 BODILY INJURY(Per accident) $ NON-OWNED PROPERTY DAMAGE $ HIREDAUTOS AUTOS Per accident S UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LAB HCLAIMS-MADE AGGREGATE S DED RETENTION S S WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT S 1,000,000 OFFICER/MEMBER EXCLUDED? ❑ N/A C (Mandatory in NH) 72WECZI2611 3/19/2019 3/19/2020 E.L.DISEASE-EA EMPLOYEE S 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) APPkv�.. Sy E. .. �eS C Y fc;ATfORK, voiNTINGTION Gt.r CERTIFICATE HOLDER CANCELLATION thopkins@surfcity-hb.org SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Huntington Beach THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN 2000 Main Street ACCORDANCE WITH THE POLICY PROVISIONS. Huntington Beach, CA 92648 AUTHORIZED REPRESENTATIVE Uan Post/STACEY ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) CITY OF HUNTINGTON BEACH is Professional Service Approval Form RECEIVED PART I APR 2 2 2020 Date: 4/21/2020 Project Manager Name: Brittany Mello Finance Department Requested by Name if different from Project Manager: Department: City Manager PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART I MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Briefly provide the purpose for the agreement: Consultant for recruitment of new Public Works Director 2) Estimated cost of the services being sought: $28,500 3) Are sufficient funds available to fund this contract? ® Yes ❑ No If no, please explain: 4) Check below how the services will be obtained: ❑ A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted. ❑ MC 3.03.08(b)—Other Interagency Agreement procedure will be utilized. MC 3.03.08—Contract Limits of$30,000 or less exempt procedure will be utilized. 5) Is this contract generally described on the list of professional service contracts approved by the City Council? If the answer to this question is "No," the contract will require approval from the City Council.) PYes ❑ No �/,2.a ep Principal Finance Arfiyst Signature (Purchasing Approval) I Date 6) Amount, Business Unit(8 digits) and Object Code (5 digits)where funds are budgeted (Please note that a budget check will occur at the object code level): Account number Contractual Dollar Amount Business unit. object# Fisc ear Fiscal Year Fiscal Year Fiscal Year $ $ $ $ ( . $ $ $ $ $ $ $ $ CAI*" 41,111.4 udget Approval � ,D `e Departmen ead Signature(s) D to 4-7 /-,�o Chief Financial Officer Signature r Chief Financial Signature ` Date Y na 9er9 A PR ZEDD Ci anager's Signature Pate professional service approval form-part i-teri bkack REV: 10/2019 CITY OF HUNTINGTON BEACH Professional Service Approval Form PART II RECEIVED " APR 2 2 2020 Date: 4/21/2020 Project Manager: Brittany Mello Requested by Name if different from Project Manager: Finance Department Department: City Manager PARTS I & II OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART 1 & 11 MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Name of consultant: Teri Black & Company 2) Contract Number: ADM 3) Amount of this contract: $28,500 Account number Contractual Dollar Amount Business unit. object# Fiscal Year Fiscal Year Fiscal Year Fiscal Year 19/20 (og16-b $28,5004-5 9 $ $ $ $ $ $ $ vv $ pis $ $ $ 4) Is this contract less than $50,000? ® Yes ❑ No 5) Does this contract fall within $50,000 and $100,000? ❑ Yes ® No 6) Is this contract over$100,000? ❑ Yes ® No (Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to the contract.) 7) Were formal written proposals requested from at least three available qualified consultants? ElYes No 8) Attach a list of consultants from whom proposals were requested (including a contact telephone number.) 9). Attach Exhibit A, which describes the proposed scope of work. 10) Attach Exhibit B, which describes the payment terms of the contract. Department Head Dat 74 Principal Fina ce Analyst(Purchasing) Date Budget MartAger Approval Signature Date JcZv . Cff— ief Financial Officer(or designee) Signature Date professional service approval form-part ii revised-teri black REV: 10/2019