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CONTRACT 3563 Professional Services Agreement CLOSED3563•..; PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND ALLIANCE RESOURCE CONSULTING LLC I hi, \(aRl:l:�tl:N1 is entered into this 81" day of I-ebruar\. 2006 b\ and bet\�een the CI'l 1' OI I:I sl-.(;l'NI)O. a municipal corporation and general la" cite ( "Cfi l" 1 and ALLlA \('l RI:SOI `RCI' CONSI'I, I'lNG. a California Limited Liahility Corporation ("CONSI I.l AN V), 1. CONSIDERATION. \. As partial consideration. CONSILTANT agrees to perform the \pork listed in the S('OPI: OI- SERV'ICES. helo\N: 13. As additional consideration. CONSULTANT and CITY agree to abide b\ the terms and conditions contained in this Agreement. C. As additional consideration. CITY agrees to pay CONSULTANT a sum not to exceed Twenty Thousand dollars ($20000) for CONSULTANT's services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit "B," which is incorporated by reference. 2. SCOPE OF SERVICES. A. CONSULTANT will perform services listed in the attached Exhibit "A." which is incorporated by reference. B. CONSULTANT will. in a professional manner. furnish all of the labor. technical. administrative. professional and other personnel. all supplies and materials. equipment. printing. Vehicles. transportation. office space and facilities. and all tests. testing and analyses. calculation. and all other means whatsoever. except as herein otherwise expressly specified to be furnished by CITY. necessary or proper to perform and complete the \4ork and provide the professional services required of'CONSULTANT by this Agreement. 3. PERFORMANCE STANDARDS. Vdhile performing this Agreement. CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. 3563•..~ 4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit "B ") the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date. 5. NON - APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 6. ADDITIONAL WORK. A. CITY's city manager ( "Manager ") may determine, at the Manager's sole discretion, that CONSULTANT must perform additional work ( "Additional Work ") to complete the Scope of Work. If Additional Work is needed, the Manager will give written authorization to CONSULTANT to perform such Additional Work. B. If CONSULTANT believes Additional Work is needed to complete the Scope of Work, CONSULTANT will provide the Manager with written notification that contains a specific description of the proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost. C. Payments over $20000 for Additional Work must be approved by CITY's city council. All Additional Work will be subject to all other terms and provisions of this Agreement. 7. FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT agrees that it has: i. Carefully investigated and considered the scope of services to be performed; ii. Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. -2- 35 6 3 Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY. 8. TERM. The term of this Agreement will be from February 8, 2006 to February 8, 2007. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Completion of the work specified in Exhibit "A "; B. Termination as stated in Section 16. 9. TIME FOR PERFORMANCE. A. CONSULTANT will not perform any work under this Agreement until: CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and ii. CITY gives CONSULTANT a written notice to proceed. B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk. 10. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Manager within forty -eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services. 11. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below (check all that apply): A. ® Exhibit A: Scope of Work; B. ® Exhibit B: Budget; and C. ® Exhibit C: Proposal for Services. 12. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the -3- 3563. �- + 4 contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. 13. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 14. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 15. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 16. TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT" own cost; CITY will not be obligated to compensate CONSULTANT for such work. D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C). E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. -4- 3563. 17. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's property. CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. 18. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY's prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. 19. INDEMNIFICATION. A. CONSULTANT agrees to the following: i. Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY's request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT's officers, agents, employees, or representatives, in the performance of this Agreement. ii. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. -5- 3563.;; D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 23, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 20. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. 21. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 22. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement. 23. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below (check all that apply): Type of Insurance ® Commercial general liability: ® Professional Liability ® Business automobile liability ® Workers compensation Limits $1,000,000 $1,000,000 $1,000,000 Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of ES 3563 . ISO -CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 1 a 11 85 or 88, or equivalent. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect. D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 0106 92, including symbol 1 (Any Auto). E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT's expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to Section 16. 24. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. 25. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update. 26. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: -7- If to CONSULTANT: ALLIANCE RESOURCE CONSULTING LLC ONE WORLD TRADE CENTER SUITE 420 LONG BEACH, CA 90831 Attention: Eric J. Middleton, Managing Partner If to CITY: CITY CLERK City of El Segundo 350 Main Street El Segundo, CA 90245 Attention: City Manager 3563. ,~ Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. 28. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 29. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's obligations under this Agreement. 30. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 31. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 32. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There are Three (3) Attachments to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 33. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 3563. 34. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 35. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's executive manager, or designee, may execute any such amendment on behalf of CITY. 36. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 37. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 38. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 39. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 40. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. [Signatures on next page] 3563,8..5 IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. ATTEST: Alliance Resource Consulting, LLC President Secretary cgtu� c1ru Taxpayer ID No. Cindy Mortesen, City Clerk APPROVED AS TO FORM: MARK D. HENSLEY, City Att orney By: Karl H. Berger, Assistant City Attorney -10- 3563 , _ti K14((31 T „(A THE RECRUITMENT PROCESS Our objective is always to find the best qualified candidates. We believe that, although notices in professional journals may be helpful, many of the best candidates must be sought out and their interest encouraged. Our familiarity with the City of El Segundo, knowledge of the field and our relationships with professional organizations make us well qualified to assist you. Our clients have found that we are able to: ➢ Build consensus among those involved in the hiring process. ➢ Develop the appropriate specifications for a position. ➢ Encourage the interest of top -level people who would otherwise be reluctant to respond to an advertisement. ➢ Preserve the confidentiality of inquiries. ➢ Save a considerable amount of time for client staff in developing and responding to candidates. ➢ Independently and objectively assess the qualifications and suitability of candidates for the particular position for which we are recruiting. If our proposal is accepted, we will do the following: Organization and Position Analysis We will interview the appropriate individuals to determine views of the position and expectations regarding desirable training, experience and personal characteristics of candidates. We will also gather /review relevant updated information about the City and the Department, such as budgets, organization charts, etc. 3563 . Once our findings have been summarized, we will submit a Recruitment Profile with the desired qualifications and characteristics for your approval. The Recruitment Profile that will be sent to potential candidates will include information about the City, the Department, the job and the criteria established by you. Sample Recruitment Profiles are enclosed. Recruitment Once you have approved. the Recruitment Profile, we will actively seek out individuals with superior qualifications and invite and encourage their interest. Announcements can be placed on -line and in professional journals. However, we will rely heavily on our own experience, contacts and file data. As a matter of corporate policy, we will not discriminate against any applicant for employment on the basis of race, religion, creed, age, color, marital status, sex, sexual preference, disabilities, medical condition, veteran status or national origin. A substantial percentage of the placements made by our firm have been minority or female candidates. Frequent communication with our clients is a hallmark of our firm. While consultants will provide regular updates on the progress of your search, you will also be able to access up -to -date 'real time' information regarding your search from our secure website. Preliminary Screening We will review, acknowledge and evaluate all resumes received. Preliminary screening will be based upon criteria contained in the Recruitment Profile, information contained in the resumes submitted to us, and our knowledge of the people and organizations in which they work. Telephone screening will be conducted with the most promising candidates to gain a better understanding of their backgrounds. 3563 Progress � Reporting Upon completion of our preliminary screening, we will assemble and submit a progress report of the leading candidates to you. This report will include summary resumes, supplemental information, and the original resumes of those candidates we believe to be best qualified for the position. Supplemental information on a candidate typically includes: the size of the organization for which the person works, reporting relationships, budget responsibility, the number of people supervised, related experience and reasons for interest in the position. Any other specific information will be dictated by the criteria set forth in the Recruitment Profile. The purpose of our progress report is two -fold. It allows you an opportunity to review the candidates prior to the conclusion of the search and allows us to receive feedback on the caliber of the candidates recruited. In this way, you will not be surprised by the candidates, as you will have seen their qualifications prior to the final interviews. Of course, we are flexible and may consider other individuals as final candidates who are subsequently identified and were not included in the progress report. Candidate Evaluation We will interview (either in person or via video - conference) those candidates whose qualifications most closely match the criteria established by you. We will examine their qualifications and achievements in view of the selection criteria. Additionally, we will verify degrees and certifications and gather newspaper articles via the Internet. As part of our process in evaluating candidates, we make telephone reference checks. In conducting these references, it is our practice to speak directly with individuals who are, or have been, in a position to evaluate the candidate's performance on the job. These references and our evaluations provide you with a frank, objective appraisal of the candidates. We will conduct preliminary references on candidates to be interviewed, and will finalize these for the top one or two candidates. 3563 . Final ReportinglChent Interviews We will assist you in scheduling final candidates for interview with your organization, and will send the candidates packets of information which we obtain from you (e.g., information about the organization and the geographic area, budgets, etc.). We will prepare a brief written report for those candidates most nearly meeting your specifications, and will provide you with interviewing /selection tips, suggested interview questions, and rating forms for your use. Candidates will not be ranked, for we believe it will then be a matter of chemistry between you and the candidates. We will conduct a "briefing session" immediately preceding your interviews to make sure that the process flows smoothly, and will assist you in a "debriefing" immediately following the interviews. Once we finalize references on the top one or two candidates, and conduct credit /criminal /civil litigation /motor vehicle record checks through an outside service, we will provide you with a detailed, supplemental written report. Special Assistance Our efforts do not conclude with presentation of the final report. We are committed to you until a successful placement is made. Services that are routinely provided include: ➢ Arranging the schedule of interviews and the associated logistics for final candidates; ➢ Advising on starting salary, fringe benefits, relocation trends and employment packages; ➢ Acting as a liaison between client and candidate in discussing offers and counter offers; ➢ Conducting a final round of reference checking with current employers (if not previously done for reasons of confidentiality); and ➢ Notifying unsuccessful candidates, who were not recommended for interview, of the decision. 3563 . TIME FRAME The following is a typical schedule to conduct a thorough recruitment. However, we would be pleased to modify this to meet your needs: 1St week Meet with the appropriate individuals to gather background information. 2nd to 41h week Develop and obtain approval for the Recruitment Profile. Develop a list of potential candidates to target. Prepare and place advertisements, if desired. 51h to 8th week Active recruitment— solicit, receive and acknowledge resumes. 9th week Evaluate resumes and gather supplemental information. 10th week Submit progress report and meet with you to review leading candidates. 111h to 121h week Verify degrees and certifications, conduct preliminary references and interview the best qualified candidates. 13th week Submit final report and initiate the interview process with you. Following Interviews Finalize references, conduct credit /criminal /civil litigation /motor vehicle record checks, and assist with negotiations. 3563. ,.C- XIAI6Ir b., PROFESSIONAL FEES AND EXPENSES Our budget provides for up to three meetings with the client: one to develop the Recruitment Profile, one to present our Progress Report, and one to attend interviews of final candidates. We propose a fixed fee of $15,000 for the work outlined above. In addition, we are reimbursed for expenses such as for advertising, travel, interviewing, sourcing, support services, background checks and other related items, as well as allocated costs such as telephone, postage and photocopying. These expenses will not exceed $5,000 without written authorization from you. Please note that this amount for expenses does not include reimbursement of candidates who travel to be interviewed by you. Unless you notify us to the contrary, we will assume that you will handle these reimbursements directly. We will submit three equal monthly invoices for fees, plus an amount for expenses, due and payable upon receipt. Our first billing is due upon your authorization to proceed. Though we are committed to working with you until a placement is made, our fees and expenses are not contingent upon our success in placing a candidate with your organization. However, if the selected candidate (if recommended by us for hire, and other than an internal candidate) should be terminated within one year from the date of hire, we will redo the search for no additional professional fee. Naturally, we would expect to be reimbursed for any expenses that might be incurred. Additionally, in the event that more than one executive is hired in connection with work performed by us (i.e., for another position within your organization), a negotiated fee will be due for each additional executive hired. You may discontinue this assignment at any time by written notification. In the unlikely event that this occurs, you will be billed for all expenses incurred to the date of the cancellation, and for professional fees based upon the time elapsed from the commencement of the assignment to the 3563 date of cancellation. If a cancellation occurs within the first 30 days of the assignment, following either verbal or written authorization to proceed, one -third of the professional fee will be due. If a cancellation occurs thereafter, the fee beyond the first one -third will be prorated based upon the number of calendar days which have elapsed. If a cancellation occurs after 90 days, all professional fees will be due in full. 3563 • . . %E)(HIi >i-r'c it ALLIANCE RESOURCE CONSULTING LLC January 25, 2006 VIA HAND DELIVERY CONFIDENTIAL Jeff Stewart City Manager City of El Segundo 350 Main Street El Segundo, CA 90245 Dear Mr. Stewart: Alliance Resource Consulting is pleased to submit this proposal to assist the City of El Segundo in its efforts to recruit and screen candidates for the position of Director of Recreation and Parks. This proposal outlines our general understanding of your requirements and the steps we will take to help accomplish this task. If you desire some modification of our work program, we would be pleased to discuss this with you. Alliance Resource Consulting is considered the premier public sector executive recruiting firm in the country. Our corporate motto is The Power of Partnership." We take this seriously and have built our reputation on providing services of the highest quality. Alliance Resource Consulting was formed when our executive search consultants acquired the highly regarded executive search practice of one of the largest public sector consulting /government services companies in the United States. At Alliance Resource Consulting, we are building on the excellent reputation and commitment to service that were the cornerstones of the previous practice. With the innovative use of technology and a commitment to forming enduring partnerships with our clients, Alliance Resource Consulting is committed to setting a new standard for the industry. We look forward with great interest to again working with you. Sincerel Eri dleton Managing Partner EJM /eg T H E P O W E R O F P A R T N E R S H I P ONE WORLD TRADE CENTER, SUITE 420 LONG BEACH, CALIFORNIA 90831 Telephone: (562) 901.0769 Fax: (562) 901 -3082 Website: www .allianceresourceconsulting.com - E -mail: inf o @allianceresourceconsulting.com