CC SR 20240116 P - Amendment to PSA's for Recruitment Firms
CITY COUNCIL MEETING DATE: 01/16/2024
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to approve amendments to professional services
agreements for City Staff recruiting services.
RECOMMENDED COUNCIL ACTION:
(1) Approve Amendment No. 2 to the Professional Services Agreement with Gallagher
Benefit Services, Inc. to increase the contract sum by $44,050, thereby increasing
the not-to-exceed total agreement amount from $40,000 to $84,050 and extending
the term by six months for recruitment services for the Principal Engineer and
Human Resources Manager;
(2) Approve Amendment No. 1 to the Professional Services Agreement with Mosaic
Public Partners LLC to increase the contract sum by $24,950, thereby increasing
the not-to-exceed total agreement amount from $24,990 to $49,940 for recruitment
of the Deputy City Manager position; and
(3) Authorize the Mayor and City Clerk to execute the amendment in a form approved
by the City Attorney.
FISCAL IMPACT: The recommended Council action will result in an expenditure of
approximately $65,000 in FY 2023-24. Approximately $40,000 is included in the FY 2023-
24 Adopted Budget and the remaining balance will be funded from unspent personnel
and non-personnel budget.
Amount Budgeted: $90,000
Additional Appropriation: N/A
Account Number(s): 101-400-1450-5117
[General Fund – Human Resources – Recruitment Activities] VR
ORIGINATED BY: Eileen Jacinto, Human Resources Analyst
REVIEWED BY: Same as below
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Amendment No. 2 to the Professional Services Agreement with Gallagher Benefit
Services, Inc. (forthcoming)
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B. Amendment No. 1 to the Professional Services Agreement with Mosaic Public
Partners LLC (page B-1)
C. Mosaic Public Partners Proposal (page C-1)
D. Gallagher Benefit Services Proposal (page D-1)
E. Amendment No. 1 to the Professional Services Agreement with Gallagher Benefit
Services, Inc. (forthcoming)
F. Professional Services Agreement with Gallagher Benefit Services, Inc. (page F-1)
G. Professional Services Agreement with Mosaic Public Partners, LLC (page G-1)
BACKGROUND AND DISCUSSION:
Like many other governmental agencies, the City has been experiencing persistent talent
shortages and a diminished pool of qualified candidates. The City is seeking services
from two recruiting firms specializing in government recruitments to fill key vacant
positions within the organization. Both firms, Gallagher Benefits Services, Inc. and Mosaic
Public Partners, LLC, have existing agreements with the City that were originally signed
by the City Manager under his signing authority. Expanded services are now being
requested by both of these recruiting firms which exceed the City Manager’s signing
authority. Thus, the City Council is being asked to consider approving amendments to
both firms’ agreements to provide increased recruitment services, as noted below.
Gallagher Benefit Services, Inc.
The Administration Department has been without a Human Resources and Risk Manager
for five months. The Human Resources and Risk Manager position is a pivotal role that
supports all departments throughout the organization. This position requires specialized
skills and experience. In October 2023, the City’s Human Resources Division conducted
a recruitment, but was unsuccessful in finding a highly qualified candidate to fill the
position with California governmental experience. The City now desires to use Gallagher
Benefits Services, Inc. (Gallagher) to fill this vacant position.
Additionally, in April 2023, the City Council approved a professional services agreement
with Gallagher to help with recruiting four engineering positions. Prior to working with
Gallagher, the City’s Human Resources Division conducted five separate recruitments,
but with no successful hires. Since April 2023, Gallagher’s team has filled three of the
four vacancies with highly qualified candidates. Based on Gallagher’s deliverables, Staff
would like to also continue working with this firm to fill the Principal Engineer position,
which was recently vacated based on a retirement. Staff is also requesting additional
funds to go toward additional advertising for the current recruitment for Senior Engineer.
Mosaic Public Partners, LLC
The City has been without a Deputy City Manager since November 2023. This position is
critical and essential to all that the City Administration does for residents, internal, and
external clients. This position requires a high level of experience, skills, knowledge, and
expertise. It is Staff’s hope that using an outside recruitment firm that is actively engaged
with many other public agencies and has a pipeline of qualified candidates in this field will
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assist the City in identifying highly qualified eligible candidates to fill the Deputy City
Manager position.
Mosaic Public Partners was used to successfully fill the Finance Director position. Based
on the success of this recruitment, the City is seeking to use this same firm to fill the
Deputy City Manager position. Attached is the proposal (Attachment C), which will be
used to amend the existing agreement to expand services for this recruitment.
CONCLUSION:
Staff recommends the City Council approve Amendment No. 2 to the Professional
Services Agreement with Gallagher, authorizing a $44,050 increase and a six-month
extension and to approve Amendment No. 1 to the Professional Services Agreement with
Mosaic Public Partners, LLC, authorizing a $24,950 increase.
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative actions are available for
the City Council’s consideration:
1. Do not approve the amendment and direct Staff to re-solicit proposals.
2. Do not approve one of both amendments, and direct Staff to conduct recruitments
utilizing in house services.
3. Take other action, as deemed appropriate.
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AMENDMENT NO. 1
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
(“Amendment No. 1”) by and between the CITY OF RANCHO PALOS VERDES (“City”) and
MOSAIC PUBLIC PARTNERS, a California corporation (“Consultant”), is effective as of
January 16, 2024.
RECITALS
A.City and Consultant entered into that certain Agreement for Professional Services
dated July 24, 2023 (“Agreement”) whereby Consultant agreed to provide consulting services (the
“Services”) related to recruitment for the position of Director of Finance, for a Term not to exceed
July 24, 2024, with a maximum Contract Sum of $24,990 (Twenty-four Thousand, Nine Hundred
and Ninety Dollars.)
B.The City and Consultant now wish to amend the Agreement to add recruitment
services or the Deputy City Manager position, with an increase in compensation of $24,950, for a
new maximum Contract Sum of $49,940.
TERMS
1.Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in bold italics.
a.2.1., Contract Sum, is amended to read:
For the services rendered pursuant to this Agreement, Consultant shall be
compensated in accordance with the “Schedule of Compensation” attached hereto
as Exhibit “C” and incorporated herein by this reference, but not exceeding the
maximum contract amount of $24,990 (Twenty-four Thousand, Nine Hundred and
Ninety Dollars)$49,940 (Forty Nine Thousand, Nine Hundred Forty Dollars)
(“Contract Sum”).
b.Exhibit “A” Scope of Services is repealed and replaced with Exhibit
“A” Amendment No. 1 Scope of Services, attached hereto and incorporated by reference.
c.Exhibit “C” Schedule of Compensation is repealed and replaced with
Exhibit “C” Amendment No. 1 Schedule of Compensation, attached hereto and incorporated
by reference.
d.Exhibit “A” Schedule of Performance is repealed and replaced with
Exhibit “D” Amendment No. 1 Schedule of Performance, attached hereto and incorporated
by reference.
2.Continuing Effect of Agreement. Except as amended by this Amendment No. 1,
all provisions of the Agreement shall remain unchanged and in full force and effect. From and
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after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement,
it shall mean the Agreement, as amended by this Amendment No. 1.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement. Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein. Each party
represents and warrants to the other that the Agreement is currently an effective, valid, and binding
obligation.
Consultant represents and warrants to City that, as of the date of this Amendment No. 1,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment No. 1,
Consultant is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 1.
5. Authority. The persons executing this Amendment No. 1 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this
Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and
(iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement
to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
____________________________________
John Cruikshank, Mayor
ATTEST:
_________________________________
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
_________________________________
Elena Q. Gerli, City Attorney
CONSULTANT:
MOSAIC PUBLIC PARTNERS, a
California corporation
By: ________________________________
Name: Brian Noblett
Title: Founder/Managing Partner
By: ________________________________
Name:
Title:
Address: 200 Gateway Drive, # 1908
Lincoln, CA 95648
Two corporate officer signatures required when Consultant is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
B-5
EXHIBIT “A” AMENDMENT NO. 1
SCOPE OF SERVICES
I. Consultant will perform recruitment services for the following positions:
A. Director of Finance:
1. Project Management
2. Candidate Profile Development
3. Outreach and Recruiting – Direct outreach, indirect outreach, and
researched outreach.
4. Candidate Screening and Evaluation
5. Presentation of Candidates
6. Selection Process
7. Background and Final Qualification
8. Negotiation
9. Closeout Communications
B. Deputy City Manager:
[see next page]
B-6
[continued on next page]
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[continued on next page]
B-8
II. As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:
All work products will be delivered electronically except for interview materials. The
project team will provide onsite facilitation of interviews, and will provide interview
binders, note taking materials, and other such items necessary for panel interviews.
Additionally, the consultant(s) will provide access to the recruiting database utilized by
the firm to catalog applicants and their submission materials in the interest of
transparently keeping the City up to date on the status of the recruitment throughout the
process.
Periodic phone calls and/or virtual meetings with the contract manager and/or the City
Manager, will also be offered as a means of updating the City.
III. Consultant will utilize the following personnel to accomplish the Services:
A. Greg Nelson, Founder & Managing Partner
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B. Bryan Noblett, Founder & Managing Partner
C. Sheri Noblett, Business Support Manager
D. Jackie Nelson, Administrative Service Manager
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EXHIBIT “C” AMENDMENT NO. 1
SCHEDULE OF COMPENSATION
I. Consultant shall perform the Services at the following rates:
A. Director of Finances. The city will be invoiced in 4 (four) payments, as follows,
incurred in the performance of the Services (subject to the reasonable approval of the City’s
Contract Officer)
1. Upon execution of the agreement – $7,497 (Seven Thousand, Four Hundred
Ninety-Seven Dollars)
2. After presentation of candidates – $7,497 (Seven Thousand, Four Hundred Ninety-
Seven Dollars)
3. After initial interviews – $7,497 (Seven Thousand, Four Hundred Ninety-Seven
Dollars)
4. After accepted offer of employment – $2,499 (Two Thousand, Four Hundred
Ninety-Nine Dollars)
B Deputy City Manager. The city will be invoiced in 4 (four) payments, as follows,
incurred in the performance of the Services (subject to the reasonable approval of the City’s
Contract Officer).
II. The city will compensate Consultant for the Services performed upon submission of
a valid invoice, as indicated in Section I.
III. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
IV. Special Guarantee
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Consultant offers a one-year guarantee on the full search process. If, during the first year
of employment, the new Director of Finance or the new Deputy City Manager resigns or
is dismissed for cause by the City, the Consultant agrees to conduct a second search without
additional fees for professional services. The City will be expected to reimburse the
Consultant for all expenses incurred, which are approximately 30% of the flat fee.
B-12
EXHIBIT “D” AMENDMENT NO. 1
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the following
schedule:
A. Director of Finance
Project Management and Candidate Profile Development 1-2 weeks
Outreach and Recruiting 4-6 weeks
Candidate Screening and Evaluation 2 weeks
Presentation of Candidates 1 week
Selection process 2-3 weeks
Background and Final Qualification 1-2 weeks
Negotiation 1 week
B. Deputy City Manager [see next page]
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II. Contractor shall deliver the following tangible work products to the City by the
following dates. NOT APPLICABLE.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
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www m osa icp u bl ic co m
(9 16) 550 -4100
MOSAIC
PUBLIC PARTN E RS
Professional Services Agreement
200 G a l eway D r ive. #19 08
Lirco l n . Califo r n ia 95648
This Agreement is made by and between the City of Rancho Palos Verdes ("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: Deputy
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 i s 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 $24,950
(Twenty-four thousand, nine hundred and fifty dollars) ("flat fee"). Expenses included
in the flat fee include graphic design, advertising, consultant travel, administrative
support, printing, postage, technology, and educational verification and a background
check on the selected candidate . Included in the flat fee is one consultant trip 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
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5. Compensation for Additional Services. In the event the Client requires serv i ces in
additi on 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 w i ll be invoiced in 4 (four) payments as follows:
• Upon Execution of this Agreement -$7,485 (Seven thousand four hundred
eighty-five dollars)
• After Presentation of Candidates -$7,485 (Seven thousand four hundred
eighty-five dollars)
• After Candidate Interviews -$7,485 (Seven thousand four hundred eighty-
five doll a rs)
• Upon Accepted Offer of Employment -$2,495 (Two thousand four
hundred ninety-five dollars)
Invoices shall be submitted to the following i ndividual or depa r tment in the Client
organization :
Invoicing/Billing Contact:
Eileen Jacinto
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
ejacinto@rpvca.gov
• Term . The term of this agreement shall commence on December 5, 2023, at which
time the Consultant shall begin work on the Search and shall continue, subject to
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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 initi ation.
• Guarantee . If, during the first year of employment, the new Deputy City Manager
resigns or is dismissed for cause by the Client, the Consultant agrees to perform
another search for a Deputy City Manager for no professional services fee. The
Consultant shall be entitled to reimbursement of expenses described above and
incurred during such search. This guarantee does not apply to the appointment of
internal candidates or to candidates selected over the expressed objection(s) of the
Consultant. 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.
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• 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.
• 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 Rancho Palos Verdes
By:if._ 1~ By: __________ _
Name Printed: ~~ ~ tc:;-;-Name Printed: ---------
Title: £2) ~ 1 '1~ ,,_, £ IZ...-rlft Title: 7 -------------
Date : 1 2 /y /-io 2.. 3 ,
200 Gateway Drive #1908
Lincoln, California 95648
(916) 550-4100
Website: www.mosaicpublic.com
4
Date : ____________ _
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
(310) 544-5207
Website: www.rpvca.gov
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Submittal date: January 4, 2024
Submitted by:
Koff & Associates
2835 Seventh Street
Berkeley, CA 94710
Frank Rojas
Recruitment Manager
Frank_Rojas@ajg.com
510.495.0448
KoffAssociates.com
RECRUITMENT SERVICES
PRINCIPAL ENGINEER
CITY OF RANCHO PALOS VERDES
D-1
RECRUITMENT SERVICES FOR CITY OF RANCHO PALOS VERDES
January 4, 2024
Ara Mihranian
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Dear Mr. Mihranian,
Thank you for the opportunity to submit our proposal to assist the City of Rancho Palos Verdes with recruitment
services. We are excited about the possibility of continuing this partnership and supporting the City with the
search for its next Principal Engineer. Koff & Associates (K&A), a Gallagher company, is uniquely qualified based
on over 37 years of assisting public agencies with finding and placing candidates dedicated to public service.
Our unique selling proposition lies in K&A’s experience supporting public sector clients in California and
throughout the USA. Through our investment in modern recruitment technology, we offer forward-thinking
services that not only provide advanced extensive sourcing and outreach but allow us to tell the story of each
project through easy-to-understand data.
Conducting countless executive search efforts has made K&A an expert in identifying, targeting, recruiting, and
successfully placing women and minority candidates in many of our recruitments. Diversity recruiting is an area
of focus, and our firm has a vast pool of resources at our fingertips to provide outreach on an industry-wide
basis to the public and private sector for qualified candidates nationwide. We pride ourselves on transparency,
flexibility, and quality work.
As K&A’s Recruitment Manager, I am pleased to present Chelsea Freeman as your Project Manager for this
recruitment effort, with myself and our recruitment team assisting as needed. You can reach her at (510) 570-
3844 or by email at Chelsea_Freeman@ajg.com. You can reach me at (510) 495-0448 or by email at
Frank_Rojas@ajg.com.
Sincerely,
Frank Rojas
Recruitment Manager
D-2
2835 Seventh Street, Berkeley, California 94710 | 510.658.5633 | KoffAssociates.com
Table of Contents
Business Information 1
Experience and Qualifications 1
Recent Successful Recruitments 2
Project Team 5
Project Approach / Methodology 8
References 12
Pricing Proposal 13
Other: Professional Services Agreement Acknowledgement 14
Signature Page 15
D-3
RECRUITMENT SERVICES FOR CITY OF RANCHO PALOS VERDES
1
BUSINESS INFORMATION
Koff & Associates (“K&A”) is a full spectrum, public-sector human resources and recruiting services firm founded
by Gail Koff in 1984 and has been assisting cities, counties, special districts, other public agencies, and non-profit
organizations.
As of April 30, 2021, we merged with Arthur J. Gallagher and are now officially a Gallagher Division. Our
headquarters are in Berkeley, CA, and we have satellite offices in Southern California, the Central Valley, the
Sacramento Region, and the Western US Region. GALLAGHER BENEFIT SERVICES, INC. is our legal name. It is a
Delaware company, and the FEIN is 36-4291971.
EXPERIENCE AND QUALIFICATIONS
With nearly 40 years of HR experience, Koff & Associates knows public sector employment inside and out. We
are familiar with public sector organizational structures, agency missions, operational and budgetary
requirements, and staffing expectations. Our team is ready to support you at any level you wish – providing
sourcing expertise, full-cycle recruitment at the start of your search through the start date of your newest
employee, and everything in between.
Our long list of clients indicates our firm’s reputation as a quality organization that produces comprehensive,
sound, and cost-effective results. K&A is “hands on” and responsive with the ability and expertise to identify
the ideal candidate(s) for the City of Rancho Palos Verdes.
K&A uses its vast network to leverage recommendations and referrals of past clients in combination with
modern sourcing techniques and technology to build the best candidate pools in the market. We are a team of
true recruiters with over 60 years of combined experience. Our work speaks for itself, and our primary goal is
to provide professional and technical consulting assistance with integrity, honesty, and a commitment to
excellence.
K&A provides personal attention to and creates long-term relationships with
our clients. Because we care about and understand your organization’s
people, culture, leadership, and unique needs, we identify highly qualified
candidates to support your goals.
We build enduring
relationships
With our focus on inclusion, networking, and advertising with minority-based
associations, we source source top talent and our placements reflect the
Agencies we serve.
We value strength in
diversity
K&A identifies candidates which traditional recruiting strategies may miss.
We leverage innovative sourcing methodologies and technologies for a robust
and advanced sourcing strategy that will attract hard to find passive job
seekers.
We leverage innovative
search technology
D-4
RECRUITMENT SERVICES FOR CITY OF RANCHO PALOS VERDES
2
RECENT SUCCESSFUL RECRUITMENTS
The following is a partial list of recent executive recruitments conducted by the K&A recruitment team:
Agency Title Year Completed
City of Berkeley
Information Technology Director, Public Works Director, Deputy City
Attorney (2), Director of Health, Housing and Community Services,
Operations Manager (2), Accounting Manager, Manager of Engineering
2023 – 2020
City of Gilroy Utilities Director, Public Works Director, City Engineer/Transportation
Engineer, Fire Division Chief 2023
City of Modesto Engineering Division Manager – Utilities 2023
City of Rancho Palos
Verdes Senior Engineer – Transportation/Traffic (Operations) 2023
City of Rialto Director of Community Development, Director of Engineering Services 2023 – 2022
City of Santa Monica Director of Transportation, City Engineer 2023
City of Vista Assistant City Manager, Director of Community Development, Director
of Engineering, Fire Chief 2023
City of Avalon Public Works Director 2023
City of Carson Director of Finance, Public Works Operations Manager, Community
Services Director, City Manager, Public Works Director 2023 – 2019
City of East Palo Alto City Manager, Chief of Police 2023
City of Long Beach City Treasurer 2023
City of Los Altos Housing Manager 2023
City of Menlo Park Assistant Administrative Services Director (Finance), Human Resources
Manager 2023
City of Ontario Investments & Treasury Officer, Accounting Manager, Assistant
Community Development Director 2023 – 2022
City of Oxnard
Library Manager, City Traffic Engineer, Chief Financial Officer, Budget
Manager, Public Works Dir., Asst. Public Works Dir. (2), Purchasing
Manager, Controller, Communications & Marketing Manager, Assistant
City Attorney, Planning & Environmental Manager, Assistant Director of
Housing Programs, Environmental Waste Division Manager
2023 – 2017
City of Palm Springs Fire Chief, City Manager 2023
City of Pasadena Director of Library & Information Services, Chief of Police, Controller,
Director of Parks, Recreation and Community Services 2023 – 2022
City of Patterson Director of Recreation & Community Services, Finance Director 2023 – 2022
City of Redlands Director of Human Resources 2023
City of Richmond Director of Finance 2023
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City of Riverside DEI (Diversity, Equity, and Inclusion) Officer, Debt & Treasury Manager,
Budget Manager 2023 – 2022
City of Salinas Finance Director, City Manager, Chief of Police, Assistant Finance Dir. 2023 – 2021
City of San Bernardino
City Manager, Director of Public Works, Chief of Police, Director of
Human Resources, Deputy Director of Human Resources (Risk), Director
of Finance, Director of Animal Services
2023 – 2019
City of Sanger City Manager 2023
City of Santa Fe Springs City Manager 2023
City of Scottsdale, AZ Economic Development Director 2023
City of Seaside Assistant Public Works Director 2023
City of Soledad City Manager 2023
City of Visalia Administrative Services Director 2023
City of West Hollywood Economic Development Director 2023
Coachella Valley Water
District Director of Environmental Services 2023
Contra Costa Water
District
Assistant General Manager (Engineering & Construction), Finance
Director, Assistant General Manager (Water Resources, Operations, &
Maintenance)
2023 – 2022
County of Riverside
Department Public Information Officer I, County Counsel, DEI (Diversity,
Equity, and Inclusion) Officer, Chief Executive Officer, Animal Services
Director
2023 – 2020
East Bay Regional
Park District
Chief Information Officer, Chief of Design & Construction, Chief of
Interpretive & Recreation Services 2023
North County Transit
District Chief Executive Officer, Chief People Officer 2023
Orange Co. Mosquito &
Vector Control District Human Resources Director 2023
South Tahoe Public
Utilities District General Manager 2023
Valley Sanitary District General Manager 2023
West Valley
Water District General Manager, Assistant General Manager 2023
Yolo Transportation
District Director of Finance & Administration 2023
CALAFCO Executive Director 2022
City of Calexico City Manager, Chief of Police 2022
City of Cherry
Hills Village, CO Chief of Police 2022
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City of Lawndale Director of Finance / City Treasurer 2022
City of Leavenworth City Administrator 2022
City of Long Beach City Treasurer 2022
City of Millbrae Community Development Director, Public Works Director, Finance
Director 2022 – 2020
City of Oceanside City Manager 2022
City of Oroville Chief of Police 2022
City of San Jose Assistant CIO, Chief Information Officer 2022
City of Signal Hill City Manager 2022
City of Tracy City Attorney 2022
City of Woodland Park,
CO Chief of Police 2022
County of Stanislaus Director of Animal Services 2022
East Valley
Water District General Manager/Chief Executive Officer 2022
Los Angeles County
Vector Control District General Manager 2022
Metro Parks Tacoma Chief Financial and Administrative Officer 2022
San Mateo County
Transportation
Authority
Deputy Director, Transportation Authority; Executive Officer for Civil
Rights, Employee & Labor Relations, and Human Resources; District
Surveyor, Real Estate
2022 – 2021
Santa Barbara MTD Director of Finance and Administration, Director of HR and Risk 2022
Stinson Beach Co.
Water District General Manager 2022
City of Chico Public Works Director 2021
City of Colton Public Works & Utility Services Director 2021
City of Glendale City Manager 2021
City of San Diego Director of Transportation 2021
County of Santa Clara Planning Services Manager/Deputy Director 2021
First 5 Alameda County Human Resources Director 2021
Humboldt Waste
Management Auth. Executive Director 2021
County of Tulare Director of Human Resources & Development, Director of Information &
Communications Technology 2021 – 2020
Orange County
Social Services Agency Chief Deputy Director, Division Director (3) 2021 – 2019
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PROJECT TEAM
Chelsea Freeman
Executive Recruiter
Chelsea’s professional qualifications include seven years of experience working in the public sector, mostly
with the California State University system. Chelsea also has nine years working in the private sector in
manufacturing. In her role as Classification, Compensation and HR Operations Manager, she was responsible
for developing and implementing a compensation philosophy for staff and faculty, as well as implementing
process improvement efforts within the HR operations. She provided ongoing consultation to Managers
relating to recruiting, best practices in hiring which included Diversity and Inclusion training, and properly
classifying and compensating employees.
Chelsea earned her B.A. degree in Communications from Sonoma State University.
Current & Previous Recruitments: City of Fairfield- Senior Information Technology Analyst; Coachella Valley
Water District- Associate Civil Engineer, Assistant Civil Engineer; City of Pittsburg- Assistant City Engineer; South
Tahoe Public Utility District- Senior Engineer, Associate Engineer; City of Berkeley- Accounting Manager; City of
Long Beach-Data Center Officer; City of Richmond- Director of Finance, Coachella Valley Water District-
Environmental Services Director; City of Rancho Palos Verdes – Associate and Senior Engineers; City of Vista –
Community Development Director; City of Vista – Engineering Director; City of Modesto – Engineering Division
Manager.
Frank Rojas
Recruitment Manager
Frank brings more than thirty (35) years of recruiting experience from the highly competitive direct placement
and contracts labor industries and the corporate environment. He has significant experience placing corporate
leaders, executive, professional, and technical staff, including individual contributors for the government
sector, non-profits, aerospace, architectural and engineering, information technology, petroleum and
chemical, energy, power, civil/structural, transportation, and private industry.
Frank began his career in Contract Labor. Over the next 30+ years, he launched seven start-up offices in
several states and locations, providing direct placement and contract support to hundreds of clients in virtually
all industries and levels of talent. He continued his career in the non-profit environment, managing and
building talent acquisition support during significant growth periods. Having been a speaker at several
networking and career coaching venues, Frank believes in utilizing traditional recruiting methodology with
social media.
In addition to recently completing recruitments for the City of San Bernardino, County of Riverside, City of
Riverside, City of Pasadena, and City of Calexico, recent successful efforts include positions of City Manager,
Finance Director, County Executive Officer, Director of Human Resources & Development, City Treasurer, DEI
Officer, Chief of Police, and Director-level hires for Information Technology, Social Services, Public Works,
Economic Development, Community Services, Animal Services, and Division/Site General Managers.
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Frank has been named in the top 1% viewed profiles on LinkedIn and has established a strong client and
customer base through trust, effective recruiting, relationship building, and teamwork.
Joshua Boudreaux
Recruiting Supervisor
Joshua has over nine (9) years of public sector Human Resources experience.
He began his public sector journey as a labor representative with the Orange County Employees Association
representing employees in grievances, investigations, meet and confers, interactive processes, arbitrations,
and negotiations. He transitioned into the HR world at the City of Anaheim where he led classification and
compensation projects. At the Orange County Fire Authority, he worked closely with Battalion and Division
Chiefs on projects such as classification and compensation, employee relations, and recruitment.
Prior to joining K&A, Joshua served as an Administrative Manager for the County of Orange where he handled
employee grievances, conducted investigations, and represented the County on meet and confer items. He
served as the President of the Orange County Human Resources Consortium in 2017-2018. Since joining K&A,
Joshua partners his classification and compensation experience, marketing skills, and recruitment experience
to bring a full-service experience to all clients. He currently manages full-cycle recruitments for California
public sector agencies including, cities, counties, and special districts. He provides supervisory oversight for
technical, professional, and management recruitments.
Joshua earned his B.S. in Political Science with a concentration in American Politics from the University of
California, Los Angeles; his Master’s in Public Administration from Chapman University (Brandman); and a
Master’s Certificate in Human Resources with emphasis in Labor Relations from Cornell University.
Current & Previous Recruitments: City of Seaside – Associate Engineer, Senior Engineer; City of Fairfield – Fire
Inspector I/II; Valley Water District – Environmental Planner/Regulatory Specialist, Senior Engineering
Technician, Sr. Information Systems Technician; County of Sonoma – Real Estate Manager; Alameda County
Water District – Director of Engineering; Dublin San Ramon – Waste Water Treatment Superintendent,
Electrician II; City of Long Beach – Jail Administrator, Medical Director, Occupational Health Services Manager;
Port of Oakland – Maintenance Manager; City of Gilroy – Fleet Superintendent; Big Bear Lake – Senior
Accountant; City of Richmond – Budget Administrator, Accounting Manager; Monterey One Water – SCADA
Analyst; City of Richmond – Deputy Director of Community Services: Employment and Training.
Amanda Kreller
Executive Recruiter
Amanda brings over twenty (20) years of diverse expertise spanning the public and private sectors with a
strong focus on executive search, recruitment process outsourcing, and corporate environments. Throughout
her career, she has excelled in identifying and connecting outstanding individuals across all organizational
levels, ranging from corporate leaders and executives to professionals, technical experts, and individual
contributors. Amanda's unwavering dedication to fostering diversity, equity, and inclusion (DE&I) practices is
evident in her commitment to sourcing the most exceptional talent for every unique context.
Amanda's educational background includes a Bachelor of Arts (BA) degree in Marketing and Media Studies
from San Diego State University, as well as a Master in Education (MEd) in Elementary Education. She is a
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certified teacher who began her professional journey in the public school system, teaching grades EC-5. Her
passion for education extended to serving as a board member for local private schools.
Drawing on her diverse experiences, Amanda smoothly transitioned into recruiting for government agencies
such as City of Los Angeles, City of San Diego, City of Long Beach, City of Laguna Beach as well as companies
across a range of industries, including biotechnology, environmental, healthcare, technology, legal, finance,
human resources, and marketing.
Amanda has honed her skills in providing innovative solutions and support in areas such as organizational
development and management, talent engagement and placement, and process improvement strategies. Her
multifaceted background equips her with a unique perspective and enables her to offer valuable insights and
guidance in various aspects of talent acquisition and organizational growth.
Peter Smith
Executive Recruiter
Pete brings 18 years of recruiting experience to the table. He has recruited in the public and private sectors in
searches spanning nearly every discipline. Examples of his expertise include: executive, director, and
professional roles in the public sector; accounting, finance, and treasury; C-Suite positions; private sector
director and manager roles generally; and professional roles including legal, accounting/CPA, and healthcare.
Further, he has experience in all technical roles, including transportation and public works.
Pete has a Bachelor’s of Science in Business Administration with an emphasis in International Business and has
started and led several recruiting offices in California.
Pete’s success as a recruiter is rooted in values, hard work, and determination. He views his role towards
candidates as one as a trusted advisor. It is a matter of helping the candidate understand the realities of the
industry and market and explaining in detail what the client/employer is looking for, while maintaining
appropriate levels of discretion towards all. Regarding clients, a perspective of complete candor is essential. A
consultative approach is required whereby the client is assisted in understanding how their needs intersect
with the candidate's perspective. Pete employs state-of-art technology in recruiting, including AI tools, but
combines this with traditional, high-touch efforts.
Pete prides himself on universal success in unearthing fantastic candidates. His secret is diligence tempered by
constant re-evaluation of metrics and results. There is no such thing as a failed search, only a failure of
awareness and creativity.
Ember Plummer
Recruitment Coordinator/Project Support
Ember supports the Koff & Associates team as a Recruiting Coordinator/Project Support. Since joining K&A,
they have helped to develop efficient processes to streamline recruiting services. They support the recruiting
team in a broad range of administrative needs and in preparing reports and documentation for clients.
Ember earned their B.A. in English Language & Literature and World Literature from Smith College in
Northampton, MA.
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PROJECT APPROACH/METHODOLOGY
Our philosophy ensures thorough, thoughtful, and strategic sourcing, evaluation, selection, and vetting of
candidates. We reach out directly to potential candidates, referral sources, professional associations, and user
groups, etc. by using business media, outreach emails, general advertising, and most importantly picking up
the phone and actively calling passive applicants. This strategy also includes focused advertising on websites
and in publications specific to women and minority candidates.
K&A will provide weekly progress reports to the City and participate in conference calls and onsite meetings as
requested.
We are responsible for ensuring compliance, adhering to, and maintaining all legally mandated documentation
throughout the process.
Step 1: Ideal
Candidate Profile
Step 2: Five
Week Window of
Application and
Sourcing
Step 3:
Recommendation
of Candidates
Step 4: Interview
Facilitation
Step 5:
Background,
References, and
Offer
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Step 1: Ideal Candidate Profile
Developing the profile for the ideal job candidate for the position is crucial for a successful search process.
We will coordinate with the City in identifying and developing:
The various organizational needs, vision, mission, goals, strengths, challenges, opportunities, and
culture of the organization;
Position competency requirements, i.e., knowledge, skills, and abilities;
Personal and professional attributes required of and priorities for the new incumbent;
Type of working relationship senior leadership desire with the new incumbent;
Advertising strategies in conjunction with a national and/or regional outreach campaign;
Compensation levels; and
Schedule of deliverables from K&A.
After meeting(s) with the City, there will be a consensus of the key qualifications and characteristics of the
position and the process, action plan, and timetable to be utilized for the recruitment process.
Brochure Design & Posting
Following the development of the candidate profile, an eye-catching recruitment brochure will be professionally
produced in coordination with the City’s feedback. The brochure will highlight the strengths of the City of
Rancho Palos Verdes and the surrounding community. The brochure will feature the organizational structure
and services of the City, its mission and goals, pertinent facts regarding the position, and necessary and desirable
candidate qualifications.
Step 2: Five Week Window of Application & Sourcing
K&A can, at the request of the City, facilitate community surveys or community outreach forums to encourage
feedback from residents. A report of resident comments will be provided to the City prior to first-round
interviews.
Our effort will include a variety of activities designed to build the best available candidate pool. Our techniques
and methodologies allow us to source from extensive pools of potential candidates and referral sources.
In coordination with the City, K&A will:
Identify prospects;
Provide each potential candidate with access to the recruitment brochure;
Capture interested candidates in our recruitment project database; and
Provide representative data to the City, including candidate documents, interview notes, and an
outline of the recruitment process.
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Step 3: Recommendation of Candidates
K&A will provide the City with a report of the leading candidates to further narrow the pool to the most highly
qualified and establish the best organizational fit of each potential finalist. This screening process is specifically
designed to assess the personal and professional attributes the City has identified and will focus on each
candidate’s ability, technical competency, and fit with the City’s values, culture, and needs. Our assessment will
consist of:
Experience and qualifications;
Cultural fit based on our understanding of essential intangibles;
Clarity of any issues identified in the submitted documents;
Reasons for position interest,
The level of commitment to the position and the organization; and
Other issues, including salary requirements.
Step 4: Interview Facilitation
We will advise and develop interviewing strategies and a menu of questions that will help analyze candidates’
qualifications and management/work styles. We will facilitate all necessary communications with the City and
candidates to ensure everyone is well prepared.
Interview questions will elicit information about each candidate’s technical skill set, experience, leadership skills,
adaptability, political astuteness, self-awareness, and other important aspects of the ideal candidate profile.
Questions, evaluation tools, and additional materials will be assembled in intuitive and user-friendly interview
packets. We will use evaluation criteria agreed to by the City.
The Project Manager will coordinate interviews, interview schedules, and finalize the process. We will provide
oversight during the panel interview process and facilitate a focused discussion with the City at the beginning
and conclusion of the interviews to identify the most qualified candidate(s) for final interviews.
Step 5: Background, References, and Offer
K&A provides a thorough and quality reference and background check process for our clients. We start by calling
candidates’ employment and professional references and having an in-depth discussion, covering their
strongest business characteristics, work style, interpersonal skills, and position-specific knowledge. All
references will be documented and presented in a concise, user-friendly manner.
Background checks are conducted in coordination with a third-party firm to verify educational degrees and
employment records and confirm clear driving records, criminal records, and financial history/credit. Reports
can be tailored to clients’ needs upon request. Safety for clients and their communities is our priority, so rest
assured that we, as well as our background contract firm, meet or exceed relevant reporting requirements.
K&A can facilitate and lead the negotiations of the final terms and conditions of employment, such as the
compensation package, benefits, and other perquisites (perks). We will notify all candidates not selected as
finalists for the position.
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Project Schedule
The following is a typical schedule for conducting recruitment efforts. Search efforts for executive
recruitments generally take twelve to fourteen (12-14) weeks to complete, allowing enough time for all steps
of the process and client schedules.
Weeks 2 4 6 8 10 12 14
Step 1
Step 2
Step 3
Step 4
Step 5
K&A Organizational Diversity Statement
This statement reaffirms our commitment to affirmative action and providing equal employment opportunities to all
employees and applicants for employment in accordance with equal opportunity and affirmative action laws.
We affirm our personal and official support of these policies, which provide that K&A is committed to implementing
the affirmative action policies, programs, and procedures included in this plan to ensure that employment practices
are free from discrimination. Employment practices include but are not limited to the following: hiring, promotion,
demotion, transfer, recruitment or recruitment advertising, layoff, disciplinary action, termination, rates of pay or
other forms of compensation, and selection for training, including apprenticeship. We will provide reasonable
accommodation to applicants and employees with disabilities.
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REFERENCES
We are proud of our past recruitment work with clients to successfully place candidates to meet their
organization’s needs.
Recruitment & Agency Contact
City of Riverside
DEI (Diversity, Equity, and Inclusion) Officer, Debt & Treasury
Manager, Budget Manager
Edward Enriquez, CFO
(951) 826-5972
EEnriquez@riverside.gov
3900 Main St,
Riverside, CA 92501
City of Long Beach
City Treasurer
Daniel Casey, Administrative Analyst III
(562) 570-6781
Daniel.Casey@longbeach.gov
411 W Ocean Blvd,
Long Beach, CA 90802
City of Pasadena
Director of Library & Information Services, Chief of Police,
Controller, Director of Parks Recreation and Community
Services
Tiffany Jacobs-Quinn, Human Resources Director
(626) 744-4126
tjocobsquinn@cityofpasadena.net
100 Garfield Ave,
Pasadena, CA 91101
City of Carson
Director of Finance, Public Works Operations Manager,
Community Services Director, City Manager, Public Works
Director
Robert Lennox, Assistant City Manager
(310) 952-1728
RLennox@carsonca.gov
701 E Carson Street
Carson, CA 90745
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PRICING PROPOSAL
• Principal Engineer
• Total not-to-exceed professional fee of $17,000, which includes all professional services and expenses,
including brochure development and design, advertising, printing and shipping, associated consultant
travel if required, and background.
• Invoices will be billed monthly in four equal increments of $4,250.
Note: Expenses do not include candidate travel.
Optional: Recruitment Video
In addition to the standard recruitment brochure, K&A can develop a Recruitment Video to better highlight the
positive elements of the organization and community. These videos have proven to attract more job seekers and
effectively expand the talent pool. Videos run approximately three-minutes in length and highlight the workplace
environment, local landscape, and include interviews with selected staff. This video is optional and costs $4,000.
Placement Guarantee
K&A is committed to recommending only the most qualified candidates who meet all the necessary
requirements and qualifications and are also a cultural fit for the City. We proactively recruit for each search
effort until a successful candidate is placed.
Therefore, we promise to present to the City a selective pool of candidates that met or exceeded our standards
during the thorough screening processes and have been identified as ideal matches for the position. Should the
City disapprove of all final candidates or should none pass the final interview and reference check process, we
will work to find a new slate of candidates at no added cost, with the possible exception of necessary advertising.
In addition, for full recruitments for executive and mid-management positions, should the incumbent leave the
position or be terminated from employment within 12 months of hire due to performance issues, we commit
to conducting a one-time additional executive search to identify a replacement and only charge related
expenses as described in the Pricing Proposal.
Overall, K&A’s retention rate during the first 12 months of hire is robust and has been above 95% over the last
several years.
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OTHER: PROFESSIONAL SERVICES AGREEMENT ACKNOWLEDGEMENT
We will be pleased to sign the City’s professional services agreement for recruitment services, however we
respectfully request that the City will allow for a period of negotiation of certain terms in the professional services
contract related to liability, indemnity, insurance, and other terms. We have found that we have always come to
an agreement with all of our clients in the past and appreciate the City’s flexibility in reviewing certain terms in a
collaborative fashion between our legal counsels.
INSURANCE ACKNOWLEDGEMENT
Gallagher shall at all times during the term of this Agreement and for a period of two (2) years thereafter, obtain
and maintain in force the following minimum insurance coverages and limits at its own expense:
Commercial General Liability (CGL) insurance on an ISO form number CG 00 01 (or equivalent) covering
claims for bodily injury, death, personal injury, or property damage occurring or arising out of the
performance of this Agreement, including coverage for premises, products, and completed operations, on
an occurrence basis, with limits no less than $2,000,000 per occurrence;
Workers Compensation insurance with statutory limits, as required by the state in which the work takes
place, and Employer’s Liability insurance with limits no less than $1,000,000 per accident for bodily injury
or disease. Insurer will be licensed to do business in the state in which the work takes place;
Automobile Liability insurance on an ISO form number CA 00 01 covering all hired and non-owned
automobiles with limit of $1,000,000 per accident for bodily injury and property damage;
Umbrella Liability insurance providing excess coverage over all limits and coverages with a limits no less
than $10,000,000 per occurrence or in the aggregate;
Errors & Omissions Liability insurance, including extended reporting conditions of two (2) years with limits
of no less than $5,000,000 per claim, or $10,000,000 in the aggregate;
Cyber Liability, Technology Errors & Omissions, and Network Security & Privacy Liability insurance,
including extended reporting conditions of two (2) years with limits no less than $2,000,000 per claim and
in the aggregate, inclusive of defense cost; and
Crime insurance covering third-party crime and employee dishonesty with limits of no less than $1,000,000
per claim and in the aggregate.
All commercial insurance policies shall be written with insurers that have a minimum AM Best rating of no
less than A-VI, and licensed to do business in the state of operation. Any cancelled or non-renewed policy
will be replaced with no coverage gap, and a Certificate of Insurance evidencing the coverages set forth in
this section shall be provided to Client upon request.
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SIGNATURE PAGE
We thank you for your consideration of our proposal. We are committed to providing high-quality service and
investing in a long-term partnership.
This proposal is valid for ninety (90) days.
Respectfully submitted,
By: KOFF & ASSOCIATES
State of California
Frank Rojas Date: January 4, 2024
Recruitment Manager
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CITY OF RANCHO PALOS VERDES
ASSOCIATE & SENIOR CIVIL ENGINEER RECRUITMENT
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT (herein “Agreement”) is made and
entered into this 18th day of April 2023, by and between the CITY OF RANCHO PALOS
VERDES, a general law city & municipal corporation, (herein “City”) and GALLAGHER
BENEFIT SERVICES, INC., a Delaware corporation (herein “Consultant”).
NOW, THEREFORE, the parties hereto agree as follows:
1.0 SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all of the terms and conditions of
this Agreement, Consultant shall perform the services set forth in the “Scope of Services &
Schedule of Performance” attached hereto as Exhibit “A” and incorporated herein by reference.
Consultant warrants that all services set forth in Exhibit “A” will be performed in a competent,
professional and satisfactory manner.
1.2 Compliance With Law. All work and services rendered hereunder shall be
provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the
City and any Federal, State or local governmental agency of competent jurisdiction.
1.3 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its
sole cost and expense such licenses, permits and approvals as may be required by law for the
performance of the services required by this Agreement.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement,
Consultant shall be compensated in accordance with the "Schedule of Compensation" attached
hereto as Exhibit “B” and incorporated herein by this reference, but not exceeding the maximum
contract amount of Forty Thousand Dollars ($40,000) (“Contract Sum”) which sum includes
all needed out-of-pocket expenses.
2.2 Method of Payment. Provided that Consultant is not in default under the
terms of this Agreement, Consultant shall be paid pursuant to the schedule listed on Exhibit “B.”
2.3 Availability of Funds. This Agreement is valid and enforceable only if
sufficient funds are made available by the City Council of the City for the purposes of this
Agreement. The availability of funding is affected by matters outside the City’s control,
including other governmental entities. Accordingly, the City has the option to void the whole
Agreement or to amend the Agreement to reflect unanticipated reduction in funding, for any
reason. However, Consultant will still be paid for satisfactorily completed work up until the date
it receives notice of non-appropriation or until the termination date listed in such notice,
whichever is later.
DocuSign Envelope ID: 3DADD0A4-65D6-401A-B9BA-B6C0E8BC96DE
F-1
01203.0004/869030.1
3.0 COORDINATION OF WORK
3.1 Representative of Consultant. Joshua Boudreaux, Recruiting Supervisor,
Chelsea Freeman, Senior Recruiter and Tasia Dewitt, Recruiting Coordinator are hereby
designated as being the principal and representative of Consultant authorized to act in its behalf
with respect to the work and services specified herein and make all decisions in connection
therewith. Consultant’s representative shall be available to be contacted by e-mail or by
telephone to be provided to City’s Contract Officer.
3.2 Contract Officer(s). Ms. Karina Bañales, or her designee, is hereby
designated as being the representatives of City authorized to act in its behalf with respect to the
services specified herein and make those decisions designated in Exhibit “A” (“Contract
Officer(s)”). She shall have the right to designate another Contract Officer(s) by providing
written notice to Consultant.
3.3 Prohibition Against Subcontracting or Assignment. Except as noted
herein, Consultant shall not contract with any entity to perform in whole or in part the work or
services required hereunder without the express written approval of the City. Neither this
Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of
law, without the prior written approval of City. Any such prohibited assignment or transfer shall
be void.
3.4 Independent Contractor. Neither the City nor any of its employees shall
have any control over the manner, mode or means by which Consultant, its agents or employees,
perform the services required herein, except as otherwise set forth. Consultant shall perform all
services required herein as an independent contractor of City and shall remain under only such
obligations as are consistent with that role. Consultant shall not at any time or in any manner
represent that it or any of its agents or employees are agents or employees of City.
4.0 INSURANCE AND INDEMNIFICATION
4.1 Insurance. The Consultant shall procure and maintain, at its sole cost and
expense, in a form and content satisfactory to City, during the entire term of this Agreement
including any extension thereof, the following policies of insurance:
a) Comprehensive General Liability Insurance. A policy of
comprehensive general liability insurance written on a per occurrence basis in an amount not less
than a combined single limit of $2,000,000.00 per occurrence and $4,000,000.00 products and
completed operations.
b) Worker's Compensation Insurance. A policy of worker's
compensation insurance in such amount as will fully comply with the laws of the State of
California and which shall indemnify, insure and provide legal defense for both the Consultant
and the City against any loss, claim or damage arising from any injuries or occupational diseases
DocuSign Envelope ID: 3DADD0A4-65D6-401A-B9BA-B6C0E8BC96DE
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occurring to any worker employed by or any persons retained by the Consultant in the course of
carrying out the work or services contemplated in this Agreement.
c) Automotive Insurance. A policy of comprehensive automobile
liability insurance written on a per occurrence basis in an amount not less than $1,000,000.00.
Said policy shall include coverage for owned, non-owned, leased and hired cars.
d) Professional Liability Insurance. A policy of professional liability
insurance in an amount not less than $1,000,000.00 per claim with respect to loss arising from
the actions of Consultant performing professional services hereunder on behalf of the City.
The Comprehensive General Liability policy of insurance shall be primary insurance and
shall name the City, its officers, employees and agents as additional insureds. With the
exception of Professional Liability, the insurer shall waive all rights of subrogation and
contribution it may have against the City, its officers, employees and agents and their respective
insurers. In the event any of said policies of insurance are c ancelled, the Consultant shall, prior
to the cancellation date, submit new evidence of insurance in conformance with this Section 4.1
to City’s City Manager. No work or services under this Agreement shall commence until the
Consultant has provided to City with Certificates of Insurance or appropriate insurance binders
evidencing the above insurance coverages and said Certificates of Insurance or binders are
approved by City’s City Manager.
CANCELLATION:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY SHALL MAIL
THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED
HEREIN.
to be initialed] ______________
Agent Initials
Consultant agrees that the provisions of this Section 4.1 shall not be construed as limit ing
in any way the extent to which the Consultant may be held responsible for the payment of
damages to any persons or property resulting from the Consultant's activities or the activities of
any person or persons for which the Consultant is otherwise responsible.
The insurance required by this Agreement shall be satisfactory only if issued by
companies qualified to do business in California, rated “A-” or better in the most recent edition
of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a
financial category Class VI or better, unless such requirements are waived by the Risk Manager
of the City due to unique circumstances.
4.2 Indemnification. Consultant agrees to indemnify City, its officers, agents
and employees against, and will hold and save them and each of them harmless from, any and all
actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors,
omissions or liabilities, including paying any legal costs, attorneys fees, or paying any judgment
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01203.0004/869030.1
herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity
arising out of or in connection with the negligent performance of the work or services of
Consultant, its agents, employees, subcontractors, or invitees, provided for herein, or arising
from the negligent acts or omissions of Consultant hereunder, or arising from Consultant's
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, but excluding such claims or liabilities to the extent caused by the negligence or
willful misconduct of the City.
5.0 TERM
5.1 Term. Unless earlier terminated in accordance with Section 5.2 below,
this Agreement shall continue in full force and effect until two Associate and two Senior Civil
Engineers are hired by the City or until November 1, 2023, which ever shall first occur.
5.2 Termination Prior to Expiration of Term. Either party may terminate this
Agreement at any time, with or without cause, upon fourteen (14) days’ written notice to the
other party. Upon receipt of the notice of termination, the Consultant shall immediately cease all
work or services hereunder except as may be specifically approved by the Contract Officer(s). In
the event of termination by the City, Consultant shall be entitled to compensation for all services
rendered prior to the effectiveness of the notice of termination and for such additional services
specifically authorized by the Contract Officer(s) and City shall be entitled to reimbursement for
any compensation paid in excess of the services rendered.
6.0 MISCELLANEOUS
6.1 Covenant Against Discrimination. Consultant covenants that, by and for
itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall
be no discrimination against or segregation of, any person or group of persons on account of
race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of
this Agreement. Consultant shall take affirmative action to ensure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, marital status, national origin or ancestry.
6.2 Non-liability of City Officers and Employees. No officer or employee of
the City shall be personally liable to the Consultant, or any successor in interest, in the event of
any default or breach by the City or for any amount which may become due to the Consultant or
to its successor, or for breach of any obligation of the terms of this Agreement.
6.3 Conflict of Interest. No officer or employee of the City shall have any
financial interest, direct or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to the Agreement which affects his financial interest or the
financial interest of any corporation, partnership or association in which he is, directly or
indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that
it has not paid or given and will not pay or give any third party any money or other consideration
for obtaining this Agreement. When requested by the Contract Officer, prior to the City’s
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01203.0004/869030.1
execution of this Agreement, Consultant shall provide the City with an executed statement of
economic interest.
6.4 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person
shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of
City, to the City Manager, City of Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos
Verdes, California 90275, and in the case of the Consultant, to the person(s) at the address
designated on the execution page of this Agreement.
6.5 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or against either
party by reason of the authorship of this Agreement or any other rule of construction which
might otherwise apply.
6.6 Integration; Amendment. It is understood that there are no oral
agreements between the parties hereto affecting this Agreement and this Agreement supersedes
and cancels any and all previous negotiations, arrangements, agreements and understandings, if
any, between the parties, and none shall be used to interpret this Agreement. This Agreement
may be amended at any time by the mutual consent of the parties by an instrument in writing.
6.7 Severability. In the event that part of this Agreement shall be declared
invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such
invalidity or unenforceability shall not affect any of the remaining portions of this Agreement
which are hereby declared as severable and shall be interpreted to carry out the intent of the
parties hereunder unless the invalid provision is so material that its invalidity deprives either
party of the basic benefit of their bargain or renders this Agreement meaningless.
6.8 Waiver. No delay or omission in the exercise of any right or remedy by a
nondefaulting party on any default shall impair such right or remedy or be construed as a waiver .
A party's consent to or approval of any act by the other party requiring the party's consent or
approval shall not be deemed to waive or render unnecessary the other party's consent to or
approval of any subsequent act. Any waiver by either party of any default must be in writing and
shall not be a waiver of any other default concerning the same or any other provision of this
Agreement.
6.9 Attorneys’ Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this Agreement,
the prevailing party in such action or proceeding, in addition to any other relief which may be
granted, whether legal or equitable, shall be entitled to reasonable attorneys ’ fees, whether or not
the matter proceeds to judgment.
6.10. Warranty & Representation of Non-Collusion. No official, officer, or
employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any
official, officer, or employee of City participate in any decision relating to this Agreement which
may affect his/her financial interest or the financial interest of any corporation, partnership, or
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01203.0004/869030.1
association in which (s)he is directly or indirectly interested, or in violation of any corporation,
partnership, or association in which (s)he is directly or indirectly interested, or in violation of any
State or municipal statute or regulation. The determination of “financial interest” shall be
consistent with State law and shall not include interests found to be “remote” or “noninterests”
pursuant to Government Code §§ 1091 or 1091.5. Consultant warrants and represents that it has
not paid or given, and will not pay or give, to any third party including, but not limited to, any
City official, officer, or employee, any money, consideration, or other thing of value as a result
or consequence of obtaining or being awarded any agreement. Consultant further warrants and
represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion
that would result in the payment of any money, consideration, or other thing of value to any third
party including, but not limited to, any City official, officer, or employee, as a result of
consequence of obtaining or being awarded any agreement. Consultant is aware of and
understands that any such act(s), omission(s) or other conduct resulting in such payment of
money, consideration, or other thing of value will render this Agreement void and of no force or
effect.
Consultant’s Authorized Initials _______
6.10. Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
SIGNATURES ON FOLLOWING PAGE]
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01203.0004/869030.1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
City Attorney
CONSULTANT:
GALLAGHER BENEFIT SERVICES, INC.
By:
Name: Georg S. Krammer
Title: Managing Director
2835 Seventh Street
Berkeley, California 94710
510.658.5633
KoffAssociates.com
DocuSign Envelope ID: 3DADD0A4-65D6-401A-B9BA-B6C0E8BC96DE
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Exhibit “A”
EXHIBIT "A"
SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE
Task 1: Develop Candidate Profile
Consultant shall coordinate with the City in identifying and developing:
The various organizational needs, vision, mission, goals, strengths, challenges,
opportunities, and culture of the organization;
Position competency requirements, i.e., knowledge, skills, and abilities;
Personal and professional attributes required of and priorities for the new incumbent;
Type of working relationship senior leadership desire with the new incumbent;
Advertising strategies in conjunction with a national and/or regional outreach campaign;
Compensation levels; and
Schedule of deliverables from Consultant to City’s Contract Officer.
Task 2 – Brochure Design & Posting
Consultant shall develop and produce a recruitment brochure to be approved by City’s Contract
Officer. Such brochure will highlight the strengths of City and the surrounding community. Such
brochure will feature the organizational structure and services of City, its mission and goals,
pertinent facts regarding the position, and necessary and desirable candidate qualifications.
Task 3 – 30-Day Window of Application & Sourcing
Consultant shall, as approved by City’s Contract Officer:
Identify prospects;
Provide each potential candidate with access to the recruitment brochure;
Capture interested candidates in our recruitment project database; and
Provide representative data to tell the full story.
Task 4: Recommendation of Candidates
Consultant shall, in coordination with and subject to the approval of City’s Contract Officer, narrow
the pool to the most highly qualified candidates and to establish best organizational fit of each
potential finalist. This screening process shall assess the personal and professional attributes City
has identified and will focus on each candidate’s ability, technical competency, and fit with the
City’s values, culture, and needs.
Such assessment will consist of:
Experience and qualifications;
Cultural fit based on our understanding of important intangibles;
Clarity of any issues identified in the submitted documents;
Reasons for position interest;
The level of commitment to the position and the organization;
And other issues, including salary requirements will be discussed.
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EXHIBIT "A"
276/099999-3000/2160597.4 m06/26/97
Thereafter, Consultant will submit to City’s Contract Officer for review detailed summaries of each
candidate advanced to the interview phase and will manage, plan, arrange, and conduct all
interviews in coordination with City’s Contract Officer.
Such summary shall include:
Analysis and recommendations;
Representative data;
All candidate documents;
Any additional relevant information the applicants have submitted.
Task 5 - Interview Preparation
Consultant shall, in cooperation with City’s Contract Officer, develop interviewing strategies and a
set of key questions that will help analyze candidates’ qualifications and management/workstyle.
Consultant will facilitate all necessary communications with the assigned panel and candidates to
ensure everyone is well prepared.
Consultant shall, in cooperation with City’s Contract Officer, develop interview questions designed
to elicit information, not only about each candidate’s technical skillset and experience but also their
leadership skills, adaptability, political astuteness, self-awareness, and other important aspects of
the ideal candidate profile. Questions, evaluation tools, and additional materials will be assembled
in intuitive and user-friendly on-site interview binders.
Task 6 – Facilitation of Interviews
Consultant shall, in cooperation with City’s Contract Office, coordinate all candidate
correspondence, travel arrangements and record keeping on behalf. Consultant will provide
oversight during the panel interview process and facilitate a focused discussion with City’s Contract
Officer at the conclusion of the interviews to identify the most qualified candidates for the hiring
round of interviews.
An interview panel to be assembled in cooperation with and subject to the consent of City’s
Contract Officer, will conduct candidate interviews and narrow the field of candidates to two or
three finalists who are then asked back for a second and final interview. This list of finalists will be
prepared for review and consideration by City’s City Manager.
Task 7: Background, References, and Offer
Consultant shall conduct all background checks in coordination with a third-party vendor, approved
by City’s Contract Officer, to verify educational degrees and employment records and confirm clear
driving records, criminal records, and financial history/credit.A written report of the same shall be
provided for each finalist to City’s Contract Officer. At the election of City’s Contract Officer,
Consultant will facilitate and lead the negotiations of the final terms and conditions of employment,
such as the compensation package, benefits, and other terms and conditions of employment with
City. Consultant will notify all candidates not selected as finalists for the position.
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EXHIBIT "A"
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SCHEDULE OF PERFORMANCE
This schedule will be jointly determined by Consultant and City’s Contract Officer at the
commencement of the Scope of Services. Search efforts for recruitments generally take 12-14
weeks to complete, allowing enough time for all steps of the process and City’s schedule.
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Exhibit “B”
EXHIBIT "B"
SCHEDULE OF COMPENSATION
Consultant shall undertake the Scope of Services for a flat fee of $40,000 total. The all-inclusive
fee includes professional fees and expenses (out-of-pocket costs associated with advertising,
consultant travel, administrative support/printing/copying/postage/materials, telephone/technology,
partial background checks on recommended candidates, and full background check on selected
finalist only). Travel expenses of selected candidates is not included in this flat fee, however the
City may choose to reimburse candidates for travel to the finalist interview process.
PRICING PROPOSAL
Note: Expenses do not include candidate travel.
Consultant shall bill City in equal increments for services rendered in. If the successful candidates
are terminated or leaves the City within one year from the date of hire, Consultant agrees that it
shall conduct a new search to replace the same at no cost to the City, except expenses incurred by
Consultant.
DocuSign Envelope ID: 3DADD0A4-65D6-401A-B9BA-B6C0E8BC96DE
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Certificate Of Completion
Envelope Id: 3DADD0A465D6401AB9BAB6C0E8BC96DE Status: Completed
Subject: Complete with DocuSign: Koff Associates PSA
Source Envelope:
Document Pages: 11 Signatures: 4 Envelope Originator:
Certificate Pages: 5 Initials: 3 Nathan B. Zweizig
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
nathanz@rpvca.gov
IP Address: 72. 34.97. 146
Record Tracking
Status: Original
4/19/2023 10:25:15 AM
Holder: Nathan B. Zweizig
nathanz@rpvca.gov
Location: DocuSign
Signer Events Signature Timestamp
Georg S. Krammer
Georg_Krammer@ajg.com
Managing Director
Security Level: Email, Account Authentication
None)Signature Adoption: Pre-selected Style
Using IP Address: 67.180.197.35
Sent: 4/19/2023 10:37:28 AM
Resent: 4/19/2023 5:07:24 PM
Viewed: 4/20/2023 9:28:55 AM
Signed: 4/20/2023 12:42:07 PM
Electronic Record and Signature Disclosure:
Accepted: 4/20/2023 9:28:55 AM
ID: 00a1d601-0765-4150-8d3e-f05ff214732c
William Wynder
wwynder@awattorneys.com
Security Level: Email, Account Authentication
None)
Signature Adoption: Pre-selected Style
Using IP Address: 50.112.162.3
Sent: 4/20/2023 12:42:09 PM
Viewed: 4/20/2023 12:42:44 PM
Signed: 4/20/2023 12:43:00 PM
Electronic Record and Signature Disclosure:
Accepted: 4/20/2023 12:42:44 PM
ID: 0c69404f-6cac-49bb-96a6-3072a2f17801
Barbara Ferraro
barbara.ferraro@rpvca.gov
Security Level: Email, Account Authentication
None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.67.219.246
Sent: 4/20/2023 12:43:01 PM
Resent: 4/25/2023 3:29:38 PM
Resent: 4/25/2023 7:16:36 PM
Viewed: 4/25/2023 8:43:16 PM
Signed: 4/25/2023 8:45:22 PM
Electronic Record and Signature Disclosure:
Accepted: 4/25/2023 8:43:16 PM
ID: 4438680a-5782-40cf-943e-11ce963469ea
Teresa Takaoka
terit@rpvca.gov
City of Rancho Palos Verdes
Security Level: Email, Account Authentication
None)Signature Adoption: Pre-selected Style
Using IP Address: 72.34.97.146
Sent: 4/25/2023 8:45:24 PM
Viewed: 4/25/2023 8:46:17 PM
Signed: 4/25/2023 8:46:24 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
F-12
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
City Clerk's Office
cityclerk@rpvca.gov
Security Level: Email, Account Authentication
None)
Sent: 4/25/2023 8:46:25 PM
Viewed: 4/25/2023 9:03:41 PM
Electronic Record and Signature Disclosure:
Accepted: 2/1/2023 3:10:58 PM
ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d
Elise Johnson
Elise_Johnson@ajg.com
Security Level: Email, Account Authentication
None)
Sent: 4/25/2023 8:46:26 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Karina Bañales
kbanales@rpvca.gov
Deputy City Manager
City of Rancho Palos Verdes
Security Level: Email, Account Authentication
None)
Sent: 4/25/2023 8:46:27 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/19/2023 10:37:28 AM
Certified Delivered Security Checked 4/25/2023 8:46:17 PM
Signing Complete Security Checked 4/25/2023 8:46:24 PM
Completed Security Checked 4/25/2023 8:46:27 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
F-13
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to
provide to you certain written notices or disclosures. Described below are the terms and
conditions for providing to you such notices and disclosures electronicall y through the DocuSign
system. Please read the information below carefully and thoroughly, and if you can access this
information electronically to your satisfaction and agree to this Electronic Record and Signature
Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to
use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign
system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. You will have the ability to download and print documents we send
to you through the DocuSign system during and immediately after the signing session and, if you
elect to create a DocuSign account, you may access the documents for a limited period of time
usually 30 days) after such documents are first sent to you. After such time, if you wish for us to
send you paper copies of any such documents from our office to you, you will be charged a
0.00 per-page fee. You may request delivery of such paper copies from us by following the
procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to
receive required notices and consents electronically from us or to sign electronically documents
from us.
All notices and disclosures will be sent to you electronically
Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM
Parties agreed to: Georg S. Krammer, William Wynder, Barbara Ferraro, City Clerk's Office
F-14
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact City of Rancho Palos Verdes:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: terit@rpvca.gov
To advise City of Rancho Palos Verdes of your new email address
To let us know of a change in your email address where we should send notices and disclosures
electronically to you, you must send an email message to us at terit@rpvca.gov and in the body
of such request you must state: your previous email address, your new email address. We do not
require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your
account preferences.
To request paper copies from City of Rancho Palos Verdes
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an email to terit@rpvca.gov and in the body of
such request you must state your email address, full name, mailing address, and telephone
number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Rancho Palos Verdes
To inform us that you no longer wish to receive future notices and disclosures in electronic
format you may:
F-15
i. decline to sign a document from within your signing session, and on the subsequent page,
select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an email to terit@rpvca.gov and in the body of such request you must state your
email, full name, mailing address, and telephone number. We do not need any other information
from you to withdraw consent.. The consequences of your withdrawing consent for online
documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The
current system requirements are found here: https://support.docusign.com/guides/signer-guide-
signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please confirm that you have
read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for
your future reference and access; or (ii) that you are able to email this ERSD to an email address
where you will be able to print on paper or save it for your future reference and access. Further,
if you consent to receiving notices and disclosures exclusively in electronic format as described
herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before
clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm
that:
You can access and read this Electronic Record and Signature Disclosure; and
You can print on paper this Electronic Record and Signature Disclosure, or save or send
this Electronic Record and Disclosure to a location where you can print it, for future
reference and access; and
Until or unless you notify City of Rancho Palos Verdes as described above, you consent
to receive exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to you by City of Rancho Palos Verdes during the course of your relationship
with City of Rancho Palos Verdes.
F-16
01203.0001/267879.3 1
CITY OF RANCHO PALOS VERDES
PROFESSIONAL SERVICES AGREEMENT FOR
THIS PROFESSIONAL SERVICES AGREEMENT (herein “Agreement”) is made and
entered into this 24th day of July, 2023, by and between the CITY OF RANCHO PALOS
VERDES, a municipal corporation (“City”) and Mosaic Public Partners, a California
corporation (herein “Consultant”).
NOW, THEREFORE, the parties hereto agree as follows:
1. SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all of the terms and conditions of
this Agreement, the Consultant shall perform the work or services set forth in the “Scope of
Services” attached hereto as Exhibit “A” and incorporated herein by reference. Consultant
warrants that it has the experience and ability to perform all work and services required
hereunder and that it shall diligently perform such work and services in a professional and
satisfactory manner.
1.2 Compliance With Law. All work and services rendered hereunder shall
be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the
City and any Federal, State or local governmental agency of competent jurisdiction.
1.3 California Labor Law. If the Scope of Services includes any “public
work” or “maintenance work,” as those terms are defined in California Labor Code section 1720
et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total
compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and
comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq.,
and all other applicable laws.
1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its
sole cost and expense such licenses, permits, and approvals as may be required by law for the
performance of the services required by the Agreement.
1.5 Special Requirements. Additional terms and conditions of this
Agreement, if any, which are made a part hereof are set forth in the “Special Requirements”
attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a
conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the
provisions of Exhibit “B” shall govern.
2. COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement,
Consultant shall be compensated in accordance with the “Schedule of Compensation” attached
hereto as Exhibit “C” and incorporated herein by this reference, but not exceeding the maximum
contract amount of $24,990 (Twenty-four Thousand, Nine Hundred and Ninety Dollars)
Contract Sum”).
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2.2 Invoices. Each month Consultant shall furnish to City an original invoice
for all work performed and expenses incurred during the preceding month in a form approved by
City’s Director of Finance. By submitting an invoice for payment under this Agreement,
Consultant is certifying compliance with all provisions of the Agreement. The invoice shall
contain all information specified in Exhibit “C”, and shall detail charges for all necessary and
actual expenses by the following categories: labor (by sub-category), travel, materials,
equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed
by such categories. Consultant shall not invoice City for any duplicate services performed by
more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, City will use its best efforts to cause Consultant to be paid within
forty five (45) days of receipt of Consultant’s correct and undisputed invoice; however,
Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot
guarantee that payment will occur within this time period. In the event any charges or expenses
are disputed by City, the original invoice shall be returned by City to Consultant for correction
and resubmission. Review and payment by the City of any invoice provided by the Consultant
shall not constitute a waiver of any rights or remedies provided herein or any applicable law.
2.3 Additional Services. City shall have the right at any time during the
performance of the services, without invalidating this Agreement, to order extra work beyond
that specified in the Scope of Services or make changes by altering, adding to or deducting from
said work. No such extra work may be undertaken unless a written order is first given by the
Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum
for the actual cost of the extra work, and/or (ii) the time to perform this Agreement, which said
adjustments are subject to the written approval of the Consultant. Any increase in compensation
of up to ten percent (10%) of the Contract Sum but not exceeding a total contract amount of Five
Thousand Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved
by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be
approved by the City Council. No claim for an increase in the Contract Sum or time for
performance shall be valid unless the procedures established in this Section are followed.
3. PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
3.2 Schedule of Performance. Consultant shall commence the services
pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all
services within the time period(s) established in the “Schedule of Performance” attached hereto
as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant,
extensions to the time period(s) specified in the Schedule of Performance may be approved in
writing by the Contract Officer but not exceeding thirty (30) days cumulatively.
3.3 Force Majeure. The time period(s) specified in the Schedule of
Performance for performance of the services rendered pursuant to this Agreement shall be
extended because of any delays due to unforeseeable causes beyond the control and without the
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fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public
enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions,
riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency,
including the City, if the Consultant shall within ten (10) days of the commencement of such
delay notify the con Officer in writing of the causes of the delay. The Contract Officer shall
ascertain the facts and the extent of delay, and extend the time for performing the services for the
period of the enforced delay when and if in the judgment of the Contract Officer such delay is
justified. The Contract Officer’s determination shall be final and conclusive upon the parties to
this Agreement. In no event shall Consultant be entitled to recover damages against the City for
any delay in the performance of this Agreement, however caused, Consultant’s sole remedy
being extension of the Agreement pursuant to this Section.
3.4 Term. Unless earlier terminated in accordance with Article 7 of this
Agreement, this Agreement shall continue in full force and effect until completion of the services
but not exceeding (1) year from the date hereof, except as otherwise provided in the Schedule of
Performance (Exhibit “D”).
4. COORDINATION OF WORK
4.1 Representative of Consultant. Bryan Noblett, Managing Partner is
hereby designated as being the representative of Consultant authorized to act on its behalf with
respect to the work and services specified herein and make all decisions in connection therewith.
All personnel of Consultant and any authorized agents shall be under the exclusive direction of
the representative of Consultant. Consultant shall utilize only competent personnel to perform
services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain
the stability and continuity of Consultant’s staff and subcontractors, and shall keep City informed
of any changes.
4.2 Contract Officer. Julie DeZiel, Human Resources Manager [or such
person as may be designated by the City Manager] is hereby designated as being the
representative the City authorized to act in its behalf with respect to the work and services
specified herein and to make all decisions in connection therewith (“Contract Officer”).
4.3 Prohibition Against Assignment. Consultant shall not contract with any
entity to perform in whole or in part the work or services required hereunder without the express
written approval of the City. Neither this Agreement nor any interest herein may be assigned or
transferred, voluntarily or by operation of law, without the prior written approval of City. Any
such prohibited assignment or transfer shall be void.
4.4 Independent Consultant. Neither the City nor any of its employees shall
have any control over the manner, mode or means by which Consultant, its agents or employees,
perform the services required herein, except as otherwise set forth. Consultant shall perform all
services required herein as an independent contractor of City with only such obligations as are
consistent with that role. Consultant shall not at any time or in any manner represent that it or
any of its agents or employees are agents or employees of City, or that it is a member of a joint
enterprise with City.
5. INSURANCE AND INDEMNIFICATION
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5.1 Insurance Coverages. Without limiting Consultant’s indemnification of
City, and prior to commencement of any services under this Agreement, Consultant shall obtain,
provide and maintain at its own expense during the term of this Agreement, policies of insurance
of the type and amounts described below and in a form satisfactory to City.
a) General liability insurance. Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that
has not been amended. Any endorsement restricting standard ISO “insured contract” language
will not be accepted.
b) Automobile liability insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Consultant arising out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident.
c) Professional liability (errors & omissions) insurance. Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement.
d) Workers’ compensation insurance. Consultant shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
a) Proof of insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers’ compensation. Insurance certificates and endorsements must be
approved by City’s Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
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b) Duration of coverage. Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants.
c) Primary/noncontributing. Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it. The limits of insurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or
be endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City’s own insurance or self -insurance shall
be called upon to protect it as a named insured.
d) City’s rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain the insurance it deems necessary and any premium
paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient
to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by
the City’s Risk Manager.
f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
g) Enforcement of contract provisions (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
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i) Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for
nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each
required coverage.
j) Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
l) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer’s limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
m) Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
n) Agency’s right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant ninety (90) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant’s compensation.
o) Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
p) Timely notice of claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant’s performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
q) Additional insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
5.3 Indemnification. To the full extent permitted by law, Consultant agrees to
indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified
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Parties”) against, and will hold and save them and each of them harmless from, any and all
actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or
property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or
threatened (herein “claims or liabilities”) that may be asserted o r claimed by any person, firm or
entity arising out of or in connection with the negligent performance of the work, operations or
activities provided herein of Consultant, its officers, employees, agents, subcontractors, invitees,
or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from
Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or
indemnitors’ negligent performance of or failure to perform any term, provision, covenant or
condition of this Agreement, except claims or liabilities occurring as a result of City’s sole
negligence or willful acts or omissions. The indemnity obligation shall be binding on successors
and assigns of Consultant and shall survive termination of this Agreement.
6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records. Consultant shall keep, and require subcontractors to keep, such
ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other
documents relating to the disbursements charged to City and services performed hereunder (the
books and records”), as shall be necessary to perform the services required by this Agreement
and enable the Contract Officer to evaluate the performance of such services and shall keep such
records for a period of three years following completion of the services hereunder. The Contract
Officer shall have full and free access to such books and records at all times during normal
business hours of City, including the right to inspect, copy, audit and make records and
transcripts from such records.
6.2 Reports. Consultant shall periodically prepare and submit to the Contract
Officer such reports concerning the performance of the services required by this Agreement or as
the Contract Officer shall require.
6.3 Confidentiality and Release of Information.
a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than the City without prior written
authorization from the Contract Officer.
b) Consultant shall not, without prior written authorization from the Contract
Officer or unless requested by the City Attorney, voluntarily provide documents, declarations,
letters of support, testimony at depositions, response to interrogatories or other information
concerning the work performed under this Agreement. Response to a subpoena or court order
shall not be considered “voluntary” provided Consultant gives the City notice of such court order
or subpoena.
c) If Consultant provides any information or work product in violation of this
Agreement, then the City shall have the right to reimbursement and indemnity from Consultant
for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of
Consultant’s conduct.
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d) Consultant shall promptly notify the City should Consultant be served
with any summons, complaint, subpoena, notice of deposition, request for documents,
interrogatories, request for admissions or other discovery request, court order or subpoena from
any party regarding this Agreement and the work performed thereunder. The City retains the
right, but has no obligation, to represent Consultant or be present at any deposition, hearing or
similar proceeding. Consultant agrees to cooperate fully with the City and to provide the City
with the opportunity to review any response to discovery requests provided by Consultant.
6.4 Ownership of Documents. All studies, surveys, data, notes, computer
files, reports, records, drawings, specifications, maps, designs, photographs, documents and other
materials (the “documents and materials”) prepared by Consultant in the performance of this
Agreement shall be the property of the City and shall be delivered to the City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by the City of its
full rights of ownership use, reuse, or assignment of the documents and materials hereunder.
Moreover, Consultant with respect to any documents and materials that may qualify as “works
made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed
works made for hire” for the City.
7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law. This Agreement shall be interpreted, construed and
governed both as to validity and to performance of the parties in accordance with the laws of the
State of California. Legal actions concerning any dispute, claim or matter arising out of or in
relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles,
State of California. In the event of litigation in a U.S. District Court, venue shall lie exclusively
in the Central District of California, in the County of Los Angeles, State of California.
7.2 Disputes; Default. In the event that Consultant is in default under the
terms of this Agreement, the City shall not have any obligation or duty to continue compensating
Consultant for any work performed after the date of default. Instead, the City may give notice to
Consultant of the default and the reasons for the default. The notice shall include the timeframe
in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but
may be extended, if circumstances warrant. During the period of time that Consultant is in
default, the City shall hold all invoices and shall, when the default is cured, proceed with
payment on the invoices. If Consultant does not cure the default, the City may take necessary
steps to terminate this Agreement under this Article.
7.3 Legal Action. In addition to any other rights or remedies, either party
may take legal action, in law or in equity, to cure, correct or remedy any default, to recover
damages for any default, to compel specific performance of this Agreement, to obtain
declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this
Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory
claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue any
legal action under this Agreement.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
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different times, of any other rights or remedies for the same default or any other default by the
other party.
7.4 Termination Prior to Expiration of Term. This Section shall govern any
termination of this Contract except as specifically provided in the following Section for
termination for cause. The City reserves the right to terminate this Contract at any time, with or
without cause, upon fifteen (15) days’ written notice to Consultant, except that where
termination is due to the fault of the Consultant, the period of notice may be such shorter time as
may be determined by the Contract Officer. In addition, the Consultant reserves the right to
terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to
City, except that where termination is due to the fault of the City, the period of notice may be
such shorter time as the Consultant may determine. Upon receipt of any notice of termination,
Consultant shall immediately cease all services hereunder except such as may be specifically
approved by the Contract Officer. Except where the Consultant has initiated termination, the
Consultant shall be entitled to compensation for all services rendered prior to the effective date
of the notice of termination and for any services authorized by the Contract Officer thereafter in
accordance with the Schedule of Compensation or such as may be approved by the Contract
Officer. In the event the Consultant has initiated termination, the Consultant shall be entitled to
compensation only for the reasonable value of the work product actually produced hereunder, but
not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit
C”. In the event of termination without cause pursuant to this Section, the terminating party
need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.
7.5 Termination for Default of Consultant. If termination is due to the
failure of the Consultant to fulfill its obligations under this Agreement, City may, after
compliance with the provisions of Section 7.2, take over the work and prosecute the same to
completion by contract or otherwise, and the Consultant shall be liable to the extent that the total
cost for completion of the services required hereunder exceeds the compensation herein
stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City
may withhold any payments to the Consultant for the purpose of set-off or partial payment of the
amounts owed the City as previously stated.
8. MISCELLANEOUS
8.1 Covenant Against Discrimination. Consultant covenants that, by and for
itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall
be no discrimination against or segregation of, any person or group of persons on account of
race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin,
ancestry, or other protected class in the performance of this Agreement. Consultant shall take
affirmative action to ensure that applicants are employed and that employees are treated during
employment without regard to their race, color, creed, religion, sex, gender, sexual orientation,
marital status, national origin, ancestry, or other protected class
8.2 Non-liability of City Officers and Employees. No officer or employee of
the City shall be personally liable to the Consultant, or any successor in interest, in the event of
any default or breach by the City or for any amount, which may become due to the Consultant or
to its successor, or for breach of any obligation of the terms of this Agreement.
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8.3 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person
shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of
the City, to the City Manager and to the attention of the Contract Officer (with her/his name and
City title), City of Rancho Palos Verdes, 30940 Hawthorne Boulevard, California 90275, and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
seventy-two (72) hours from the time of mailing if mailed as provided in this Section.
8.4 Integration; Amendment. It is understood that there are no oral
agreements between the parties hereto affecting this Agreement and this Agreement supersedes
and cancels any and all previous negotiations, arrangements, agreements and understandings, if
any, between the parties, and none shall be used to interpret this Agreement. This Agreement
may be amended at any time by the mutual consent of the parties by an instrument in writing.
8.5 Severability. In the event that part of this Agreement shall be declared
invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such
invalidity or unenforceability shall not affect any of the remaining portions of this Agreement
which are hereby declared as severable and shall be interpreted to carry out the intent of the
parties hereunder unless the invalid provision is so material that its invalidity deprives either
party of the basic benefit of their bargain or renders this Agreement meaningless.
8.6 Waiver. No delay or omission in the exercise of any right or remedy b y
non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. A party’s consent to or approval of any act by the other party requiring the party’s
consent or approval shall not be deemed to waive or render unnecessary the other party’s consent
to or approval of any subsequent act. Any waiver by either party of any default must be in
writing and shall not be a waiver of any other default concerning the same or any other provision
of this Agreement.
8.7 Attorneys’ Fees. If either party to this Agreement is required to initiate
or defend or made a party to any action or proceeding in any way connected with this
Agreement, the prevailing party in such action or proceeding, in addition to any other relief
which any be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees,
whether or not the matter proceeds to judgment.
8.8 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or against either
party by reason of the authorship of this Agreement or any other rule of construction which
might otherwise apply.
8.9 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, and such counterparts shall constitute one and the same
instrument.
8.10 Warranty & Representation of Non-Collusion. No official, officer, or
employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any
official, officer, or employee of City participate in any decision relating to this Agreement which
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may affect his/her financial interest or the financial interest of any corporation, partnership, or
association in which (s)he is directly or indirectly interested, or in violation of any corporation,
partnership, or association in which (s)he is directly or indirectly interested, or in violation of any
State or municipal statute or regulation. The determination of “financial interest” shall be
consistent with State law and shall not include interests found to be “remote” or “noninterests”
pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that
it has not paid or given, and will not pay or give, to any third party including, but not limite d to,
any City official, officer, or employee, any money, consideration, or other thing of value as a
result or consequence of obtaining or being awarded any agreement. Consultant further warrants
and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or
collusion that would result in the payment of any money, consideration, or other thing of value to
any third party including, but not limited to, any City official, officer, or employee, as a result of
consequence of obtaining or being awarded any agreement. Consultant is aware of and
understands that any such act(s), omission(s) or other conduct resulting in such payment of
money, consideration, or other thing of value will render this Agreement void and of no force or
effect.
Consultant’s Authorized Initials _______
8.11 Corporate Authority. The persons executing this Agreement on behalf of
the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing
this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the
entering into this Agreement does not violate any provision of any other Agreement to which
said party is bound. This Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the parties.
Signatures On The Following Page]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Ara M. Mihranian, City Manager
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CONSULTANT:
By:
Name: Bryan Noblett
Mosaic Public Partners
Title: Founder & Managing Partner
Address: 200 Gateway Dr. #1908
Lincoln, CA 95648
By:
Name:
Title:
Address:
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President o r any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
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01203.0001/267879.3
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2021 before me, ________________, personally appeared ________________, proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES))
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
DocuSign Envelope ID: 62AF28B4-218B-43C5-A95F-95FF3FD086DE
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01203.0001/267879.3
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2021 before me, ________________, personally appeared ________________, proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to pers ons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES))
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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01203.0001/267879.3 B-1
EXHIBIT “A”
SCOPE OF SERVICES
I. Consultant will perform the following services for the position of Director of
Finance:
a) Project Management
b) Candidate Profile Development
c) Outreach and Recruiting – Direct outreach, indirect outreach, and researched
outreach.
d) Candidate Screening and Evaluation
e) Presentation of Candidates
f) Selection Process
g) Background and Final Qualification
h) Negotiation
i) Closeout Communications
II. As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:
All work products will be delivered electronically except for interview materials. The
project team will provide onsite facilitation of interviews, and will provide interview
binders, note taking materials, and other such items necessary for panel interviews.
Additionally, the consultant(s) will provide access to the recruiting database utilized by
the firm to catalog applicants and their submission materials in the interest of
transparently keeping the City up to date on the status of the recruitment throughout the
process.
Periodic phone calls and/or virtual meetings with the contract manager and/or the City
Manager, will also be offered as a means of updating the City.
III. Consultant will utilize the following personnel to accomplish the Services:
A. Greg Nelson, Founder & Managing Partner
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B. Bryan Noblett, Founder & Managing Partner
C. Sheri Noblett, Business Support Manager
D. Jackie Nelson, Administrative Service Manager
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EXHIBIT “B”
SPECIAL REQUIREMENTS
Superseding Contract Boilerplate)
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EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following Services at the following rates:
The city will be invoiced in 4 (four) payments, as follows, incurred in the performance of
the Services (subject to the reasonable approval of the City’s Contract Officer)
1. Upon execution of the agreement – $7,497 (Seven Thousand, Four Hundred
Ninety-Seven Dollars)
2. After presentation of candidates – $7,497 (Seven Thousand, Four Hundred
Ninety-Seven Dollars)
3. After initial interviews – $7,497 (Seven Thousand, Four Hundred Ninety-Seven
Dollars)
4. After accepted offer of employment – $2,499 (Two Thousand, Four Hundred
Ninety-Nine Dollars)
II. The city will compensate Consultant for the Services performed upon submission of a
valid invoice. If additional Consultant trips are requested for the Presentation of
candidates or any other purposes, the City will be invoiced at $1,500 per day, per
consultant, plus actual travel expenses. These added expenses will be invoiced at the end
of the project and are supplemental to the flat fee.
III. The total compensation for the Services shall not exceed the Contract Sum as provided in
Section 2.1 of this Agreement.
IV. Special Guarantee
Consultant offers a one-year guarantee on the full search process. If, during the first year of
employment, the new Director of Finance resigns or is dismissed for cause by the City, the
Consultant agrees to conduct a second search without additional fees for professional
services. The City will be expected to reimburse the Consultant for all expenses incurred,
which are approximately 30% of the flat fee.
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EXHIBIT “D”
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the following schedule:
A. Project Management and Candidate Profile Development 1-2 weeks
B. Outreach and Recruiting 4-6 weeks
C. Candidate Screening and Evaluation 2 weeks
D. Presentation of Candidates 1 week
E. Selection process 2-3 weeks
F. Background and Final Qualification 1-2 weeks
G. Negotiation 1 week
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
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