AGR-7527 - MOSAIC PUBLIC PARTNERS - PROFESSIONAL SERVICES AGREEMENT FOR CITY MANAGER EXECUTIVE SEARCH SERVICESAgcR
www,mosaicpublic.com omit k 200 Gateway Drive,#1908
916)550-4100 Lincoln,California 95648
MOSAIC
PUBLIC PART" NLPS
Professional Services Agreement
This Agreement is made by and between the City of Orange ("the Client"), and Mosaic
Public Partners ("the Consultant").
1. Search Engagement. The Client agrees to engage the Consultant to perform those
services described below, for completion of the project described as follows: City
Manager 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) Kickoff Meetings, Position Analysis and Consultation
b) Candidate Profile Development to include client and stakeholder meetings via
videoconference
c) Advertising Campaign
d) Candidate Identification and Recruitment
e) Candidate Screening Interviews and Assessment
f) Resume Review and Recommendations
g) Facilitation of Interviews
h) Client/Finalist Interviews
i) Final Interview Assistance
j) Background Investigation and Detailed Reference Checks
k) Assist with Negotiations
I) Follow-up Correspondence
3. Relationship. The Consultant is an independent contractor and is not to be considered
an agent or employee of the Client.
4. Compensation. As full compensation for the Consultant's professional services
performed hereunder, the Client shall pay the Consultant the flat amount of$20,000
Twenty Thousand Dollars) ("flat fee"). Expenses included in the flat fee include such
items as advertising, clerical, graphics, research, background and public records
searches, education verification and credit checks. Included in the flat fee are up to
three consultant trips for 1) kickoff meetings, 2)to review candidates with the Council,
and 3) to facilitate candidate interviews. All other meetings and interviews will be
conducted by videoconferencing unless otherwise stated in this agreement. All work
products provided to the client will be electronically transmitted.
Placing Today's Public Leaders
5. Compensation for Additional Services. In the event the Client requires services in
addition to those described in Paragraph 2,the Consultant shall be compensated at the
Consultant's standard hourly rates for professional services plus reimbursement of
expenses as follows:
Onsite community, staff or stakeholder forums: $1,500 per day/per
consultant, plus expenses
Additional on-site meeting days: $1,500 per day/per consultant, plus
expenses
Additional background checks: $250/candidate
Additional reference checks: $750/candidate
Other services: $250/hour or$1,500 per day/per consultant plus applicable
expenses
6. Method of Payment. The Client will be invoiced in 4 (four) payments as follows:
Upon Execution of this Agreement—$6,000 (Six Thousand Dollars)
After Presentation of Candidates—$6,000 (Six Thousand Dollars) Dollars)
After Candidate Interviews—$6,000 (Six Thousand Dollars)
Upon Accepted Offer of Employment—$2,000 (Two Thousand Dollars)
Invoices shall be submitted to the following individual or department in the Client
organization:
Invoicing/Billing Contact:
Monica Espinoza, Human Resources Director
300 E. Chapman Avenue
Orange, California 92866
mespinoza@citvoforange.org
Term.The term of this agreement shall commence on November 17,2022,at which
time the Consultant shall begin work on the Search and shall continue, subject to
the termination provisions of Paragraph 9, until the date that the Consultant
completes the Search. The time of completion of the Search is estimated to be 75
to 90 days (seventy-five to ninety days)from project initiation.
Guarantee. If, during the first year of employment, the new City Manager resigns
or is dismissed for cause by the Client, the Consultant agrees to perform another
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search for a City Manager for no professional services fee. The Consultant shalt be
entitled to reimbursement of expenses described above and incurred during such
search. Should the initial outreach efforts not result in a successful placement,the
Consultant will conduct a second outreach effort with no charge for professional
services.The Client would be expected to pay for all incurred expenses.
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.
Insurance.The Consultant shall maintain in force during the term of the agreement,
Comprehensive General Liability Insurance with the General Commercial Liability,
including Personal Injury;Automobile Liability Insurance, including Non-Owned and
Hired Liability; and Workers' Compensation and Employers' Liability Insurance. .
Such insurance shall be in amounts reasonably satisfactory to the Client.
Hold Harmless. The Consultant shall be responsible for its acts of negligence, and
the Client shall be responsible for its acts of negligence. The Consultant agrees to
indemnify and hold the Client 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.
Miscellaneous.
The entire agreement between the parties with respect to the subject
matter hereunder is contained in this agreement.
Neither this agreement nor any rights or obligations hereunder shall be
assigned or delegated by the Consultant without the prior written consent
of the Client.
This agreement shall be modified only by a written agreement duly executed
by the Client and the Consultant.
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.
This agreement shall be governed by and construed in accordance with the
laws of the State of California.
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All notices required or permitted under this agreement shall be deemed to
have been given if and when deposited in the United States mail, properly
stamped and addressed to the party for whom intended at such party's
address listed below, or when delivered personally to such party. A party
may change its address for notice hereunder by giving written notice to the
other party.
APPROVED:
Mosaic Public Partners City of Orange
4By: 61/INI/ By. !.7d
Name Printed: Greg Nelson Name Printed:Tom Kisela
Title: Founder and Managing Partner Title: Interim City Manager
Date: November 29, 2022 Date: 7Z- Z
200 Gateway Drive #1908 300 East Chapman Avenue
Lincoln, California 95648 Orange, California 92866
916) 550-4100 714) 744-2225
Website: www.mosaicpublic.corn Website: www.cityoforange.org
P'OVED AS O FORM
01714 t` LLI
41111a A. SHEAT.+
Attorney l.