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HomeMy WebLinkAbout08/04/2009, C 5 - CITY MANAGER RECRUITMENT AGREEMENT council Mnu,oak 8-4-09 j acjcnoA nEpont CITY OF SAN LUIS OBISPO FROM: Dave Romero, MayorE Allen Settle, Vice MayorG n/ Prepared By: Monica Irons, Human Resources Director��" SUBJECT: CITY MANAGER RECRUITMENT AGREEMENT RECOMMENDATION Approve and authorize the Mayor to execute an agreement with Teri Black & Company(TBC) to conduct a City Manager recruitment and provide additional selection assistance to the City Council until a new manager is hired. DISCUSSION Background On July 9, 2009 City Manager Ken Hampian announced his intent to leave his employment by the City at the end of 2009. Hampian has been City Manager for nine years and was appointed to the position after serving 11 years in the Assistant City Manager role. Recruitment and selection of a successor City Manager is critical to the community and to the City organization. An "open," nationwide recruitment for this position has not been conducted for nearly 23 years and should be conducted in the most thorough and professional manner possible. Therefore, a request for proposal was sent to eleven highly respected public sector executive search firms. Seven proposals were received and reviewed by a committee of department heads. The department head committee ranked four firms for further consideration by the Mayor and Vice Mayor. These final firms included Avery & Associates, CPS/John Shannon, Murray&Associates, and TBC. Upon review of the proposals TBC was viewed as the best fit for this particular search. Teri Black is the President of TBC and will be the principal committed to this recruitment. Ms. Black's professional background includes 13 years in the public sector at the municipal and federal government levels and 10 years in executive search. Black has conducted several City Manager searches including a current one for the City of Newport Beach which she expects to complete in August. Ms. Black's commitment to public service, execution of effective recruitment methods, and involvement in the California League of Cities, the California International City Managers Association (Cal-ICMA), ICMA, and the California City Managers Foundation makes her especially well-suited for this search. Because of her recruitment experience and statewide involvement, she is well networked with persons in the city management profession. Ms. Black also has experience engaging various stakeholders in C S- J City Manager Recruitment Agreement Page 2 gaining a broader understanding of the qualities the organization and community are seeking in a new city manager, The selected consultant, working closely with the Human Resources Director, will manage all aspects of the recruitment process: guiding Council through each phase, facilitating Council decisions, providing input on the most appropriate methods of gathering community stakeholder and staff input, screening all candidates, presenting final candidates to Council, conducting backgrounds, and assisting in compensation negotiations. In order to ensure a smooth transition from current City Manager to successor, Council must initiate the search as soon as possible. Upon approval of the contract, Ms. Black is available to personally meet with Council to further discuss and define a recruitment strategy, better understand Council's expectations of a City Manager, and become more familiar with the community. Ms. Black is tentatively scheduled to.visit San Luis Obispo on August 6, 2009 to begin the search process. FISCAL IMPACT The professional fee of$19,000 includes all work outlined in Phases I— IV in the TBC proposal's work scope (Attachment 1) including up to four visits to San Luis Obispo. The City will also reimburse related expenses such as advertising, brochure design and reproduction,printing/copying, postage, and consultant travel. Related expenses are estimated at $7,000 - $10,500. Adequate funds are available within existing resources. ALTERNATIVES Council could direct Human Resources staff to conduct the recruitment. While this approach may be less expensive, it is not recommended. The Council needs independent assistance with this selection from professionals who have specifically conducted city manager searches in similar communities, who is highly networked with those in the profession, who can assist with detailed background research regarding final candidates, and who can assist with final contract negotiations. ATTACHMENT Agreement with TBC and Exhibits c5-a GA\Agenda reports\2009\City ManagerRecmitment\CAR-City Manager Search.doc J Attachment AGREEMENT THIS AGREEMENT is made and entered into in the City of San Luis Obispo on August 4, 2009, by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City, and TERI BLACK AND COMPANY LLC,hereinafter referred to as Contractor. WITNESSETH:. WHEREAS,the City wants to conduct a City Manager recruitment. WHEREAS, Contractor is qualified to perform this type of service and has submitted a proposal to do so that is acceptable to the City. NOW THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained,the parties hereto agree as follows: 1. TERM. The term of this Agreement shall be from the date this Agreement is made and entered,as first written above,until acceptance or completion of said services. 2. CITY'S OBLIGATIONS. For providing services as specified in this Agreement, City will pay and Contractor shall receive compensation in a total sum not to exceed $19,000 plus reimbursable expenses as outlined in Contractor's July 20,2009 proposal attached hereto as Exhibit A. 4. CONTRACTOR'S OBLIGATIONS. For and in consideration of the payments and agreements hereinbefore mentioned to be made and performed by City, Contractor agrees with City to provide services as set forth in Contractor's July 20,2009 proposal. Contractor further agrees to the contract performance terms as set forth in Exhibit B attached hereto and incorporated into this Agreement. 5. AMENDMENTS. Any amendment, modification or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by the Mayor of the City upon consultations with the Director of Human Resources. 6. COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated herein by reference, shall constitute the complete agreement between the parties hereto. No oral agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such oral agreement,understanding, or representation be binding upon the parties hereto. CJ —3 Attacbment Agreement Page 2 7. NOTICE. All written notices to the parties hereto shall be sent by United States mail, postage prepaid by registered or certified mail addressed as follows: City Director of Human Resources City of San Luis Obispo 990 Palm Street San Luis Obispo,CA 93401 Contractor Teri Black-Brann,President Teri Black&Company LLC 4232 Pascal Place Palos Verdes Peninsula,CA 90274 8. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each individual executing this agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such parry. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. ATTEST: CITY OF SAN LUIS OBISPO,A Municipal Corporation By: City Clerk Mayor APPROVED AS TO FORM: CONTRACTOR By. City Attorney Exhibit A Attachment Your Executive Search Solution' July 20, 2009 Mayor Dave Romero City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Dear Mayor Romero: Teri Black & Company (TBC) is pleased to present this proposal to assist the City of San Luis Obispo with its efforts to successfully recruit a new City Manager. We are the recruiter of choice for many premier California communities including Newport Beach, Santa Barbara, Santa Monica and Manhattan Beach and would be honored to provide executive search services to the City of San Luis Obispo. Founded in 2006, TBC is dedicated to providing the most personalized executive search services to clients and candidates in the industry. The business goals of the firm are centered around producing quality results and establishing long-term relationships with our customers. Personalized service and attentiveness have never been more important in our industry as the competition for outstanding talent continues to intensify and economic challenges grow more complex. With hard work and dedication, our consultants have developed tremendous credibility based on outstanding results and service. Nearly 80 percent of our business is a result of repeat customers. TBC is not driven by volume which helps set us apart from our competitors. We are committed to providing customized and flexible service to our clients and will only take on a select number of recruitments at any given time. In addition, TBC is one of only two woman-owned recruiting firms serving local government in the country. Detailed information about the firm and our clients is available on our website — www.tbcrecruiting.com. If retained, you will have my commitment that the City's recruitment will receive the highest level of attention and will not be delegated to a junior level consultant. Please do not hesitate to call if you have any questions or need additional information regarding our services or qualifications. Si ceres regards, IA Teri Black-Braun President Teri Black & Company • 4232 Pascal Place, Palos Verdes Peninsula,CA 90274 tel 310.377.2612 • fax 310.377.1362 • www.tbcrecruiting.com C Exhibit A Attachment PROPOSAL Executive Search Services for the CITY OF SAN LUIS ®RISPO to recruit a CITY MANAGER MIN July 2009 CS-� Exhibit A `' = Attacbment Your Executive So!arch Solution TABLE OF COUBUS SECTION _ PAGE I. CREDENTIALS & QUALIFICATIONS 1 II. RECRUITMENT STRATEGY 3 III. PROJECT TIMELINE 9 IV. REFERENCES 10 V. CONSULTANT $ STAFF PROFILES 11 VI. PRICING, GUARANTEE & CONTACT INFORMATION 13 VII. COMPREHENSIVE LIST OF CLIENTS 15 INSURANCE CERTIFICATE SAMPLE RECRUITMENT BROCHURES cs'� Exhibit A Attacbmeat I. CREDENTIALS & QUALIFICATIONS Teri Black & Company (TBC) has a solid reputation for providing exemplary service to its clients and has enjoyed great success in recruiting impressive professionals for a number of premier communities which include the Cities of Newport Beach, Santa Monica, Murrieta, Manhattan Beach, and Santa Barbara among numerous others. We are privileged to also have the County of Santa Barbara among our client base. As evidence of our clients' high satisfaction levels, nearly 80% of our projects are generated through repeat business. Teri Black-Brann has personally led Council appointed recruitments for the Cities of Long Beach, Moreno Valley, Vista, Yucca Valley, San Jose and Arlington, TX. TBC is currently conducting the City Manager search for the Newport Beach City Council. The firm's Southern California headquarters (Palos Verdes) provides another advantage for clients retaining TBC. Our Los Angeles based presence enables us to be particularly accessible and responsive to our California clients and helps to manage travel costs due to easy access to LAX. In addition, our Placement Guarantee (Section VI) is typically double the industry standard. TBC has an excellent track record for recruiting well qualified candidates and has been very successful in attracting diverse candidate pools. We are frequently called upon to manage exceptionally challenging assignments which is attributable to our commitment to personalized service and not limiting the amount of resources we dedicate to any given project. Teri Black-Brann will serve as the lead consultant on this project. She maintains a strong nationwide network in the city management through her involvement and membership with the California League of Cities, Cal-ICMA, ICMA, and the California City Managers Foundation. She is a founding member of Cal-ICMA's Fkhibit A Attacbment Preparing the Next Generation initiative. Profiles on the consultants and staff who will be actively engaged in this assignment can be found in Section V. 2 CS'9 i� Exhibit A - Attachment II. RECRUITMENT STRATEGY The executive search strategy that follows describes four complete phases of a comprehensive recruitment for Council appointed positions. PHASE Client Feedback & Involvement The lead consultant will work closely with the elected body to design the candidate profile, recruitment strategy and timeline in accordance with the Client's desires and expectations. It is our goal to gain a complete understanding of the experience, knowledge, expertise and strengths the City Council is seeking in a new City Manager, as well as learn about the City's priorities, current and upcoming challenges, fiscal health, organizational culture, and composition of the management team. At the City Council's discretion, the consultants can also meet with various stakeholders of the organization including the City Manager, department heads, community leaders, city commissioners, etc. With respect to community input, we have facilitated such meetings as focus groups, town hall meetings in addition to one-one-one sessions. These supplemental meetings allow us to obtain additional feedback and gain a broader understanding of the community along with the organization's culture and inner workings. This additional knowledge is especially helpful to the consultants as they assess the critical factors relating to candidate "fit" later on in the process. In order for TBC to represent any opportunity with conviction and credibility, we prefer to get as much information and feedback as possible before a recruitment is officially launched. Because our clients know their organizations best, we rely on their guidance to determine the best sources of information upon launching each assignment. 3 C5'/b Exhibit A Attachment Strategy Refinement Following the gathering of feedback, TBC will develop a detailed timeline for each project along with proposed methodologies for attracting the best possible candidates. Detailed timelines and specific strategies will be reviewed and approved by the Client prior to execution. Material Development & Production Immediately following the client feedback activities, the lead consultant will draft advertising and recruitment brochure text for the Client's review. This information (description of community, organization, ideal candidate profile, compensation/benefits, etc.) should accurately summarize what was learned from the feedback sources. PHASE II Advertising & Marketing Following the consultants' developing a clear understanding of what the City Council/Client is seeking, we will create an aggressive advertising campaign for the recruitment. The campaign will involve printed publications/professional journals as well as ensuring a powerful presence on selected websites. Once the advertising is executed, TBC will distribute the recruitment brochure with a personalized cover letter to professional contacts in our database, with primary emphasis on California candidates. Sample TBC recruitment brochures are included in the back of this proposal. Personalized Outreach As a follow-up to the direct mail campaign, the consultants will personally contact the individuals targeted and generate new contacts through referrals made by 4 x°5'11 Exhibit A Attacbment respected sources. The most impressive candidates are usually found this way and it frequently requires several persuasive conversations to attract them into a recruitment if they are content and successful in their current position. The majority of highly qualified candidates will not respond to an advertisement, so we proactively reach out to them. The timing of the recruitment allows for a unique opportunity for the lead consultant to personally promote SLO's City Manager job at the upcoming League of California Cities Annual Conference scheduled to take place September 16-18 in San Jose. Since TBC will have a presence at the conference, this supplemental marketing activity can be executed without the client incurring additional cost. Our clients pay for results and that's exactly what we deliver. Unlike many of our competitors, TBC invests whatever time is necessary to generate a number of outstanding candidates from which the Client can make a selection. While many of our competitors charge additional consulting fees beyond a specific threshold, we do not limit the number of consulting hours dedicated to any given project. For this project, it is estimated that the lead consultant would invest approximately 90 — 130 hours' on this assignment. PHASE III Resume Assessment While the lead consultant will review resumes as they are received, a final detailed review of each submission will be conducted immediately following the closing date. Those candidates determined to be the most highly qualified will be selected for screening interviews. ' The number of hours is calculated in a range to account for undetermined number of trips and days on site in SLO. The hours identified do not include time invested by other senior consultant(s)or support staff. 5 C6-lo2 Exhibit A1 J Attachment Screening Interviews TBC does not restrict the number of candidates to be screened. Rather, we interview every candidate who meets our Client's criteria. As a rule, this group frequently amounts to 10-12 candidates. The number of candidates screened ranges from just a handful of professionals for highly specialized positions to more than 15 for highly coveted opportunities. Per the Client's direction, TBC will conduct in-person meetings with the top candidates prior to making recommendations to the City Council. Reports to Client Following the completion of the screening interviews, the consultants will develop a written report for the Council that includes: a master list of all the applicants, resumes and cover letters for each candidate interviewed, a one-page profile summarizing each candidate's professional history, plus an overview of the consultant's initial assessment of each individual based on their experience and the results of their screening interview. TBC will send the written report to the Client in advance of a scheduled meeting that will be dedicated to reviewing the results of the recruitment, discussing each candidate screened, and planning for the final stages of the selection process. Candidate Communications & Care Throughout the entire recruitment, TBC will take responsibility for communicating with the candidates throughout every stage of a recruitment. In addition, the City should feel free to refer any inquiries from potential or existing candidates directly to the lead recruiter at any time during the engagement. We handle all administrative aspects of the assignments. TBC is extremely attentive to internal candidates. Our consultants make sure they understand the process and are kept informed at every juncture as they may have 6 CS-/3 Exhibit A -� Attachment never worked with a recruiter before. We take great care to meet the needs of the entire candidate pool throughout our engagements as it is critical that all the participants have a positive experience and leave the process with a favorable impression of the City of San Luis Obispo - regardless of whether or not they are selected. PHASE IV Selection Process TBC will design and administer an appropriate final selection process for the City Manager search. Most City Manager selection processes entail at least one interview with a Council sub-committee and/or the entire Council followed by follow-up interviews with the very top ranking candidate(s). Additional assessment activities can be developed such as psychological assessments, writing and presentation exercises, problem solving scenarios, etc. We tailor all of our processes to best meet our Clients' needs and will assist the decision makers with deliberation. Background & Reference Checks Following the final process and the Client's selection of its top candidate, TBC will conduct thorough background and in-depth reference checks. Our background checks are performed by a licensed private investigator and entail credit, driving record, civil, criminal and academic credential records checks. Court records checks include county, state and federal systems. Media, internet and social networking checks are also included. The reference checks are conducted by a recruiting consultant and are supplemented by comments generated from contacts that do not appear on the candidate's reference list. Extensive written reports are provided to the Client for review and recordkeeping. 7 �s /`� Exhibit A Attachment Negotiations Once the Client reviews and is comfortable with the findings in the report, TBC is available to assist with negotiations on compensation, benefits, start date and other transition details to bring both assignments to completion. 8 I ) � Exhibit A Attachment III. PROJECT TIMELINE TBC is prepared to begin work in August upon formal engagement. An executive level recruitment can typically be completed within approximately 100 - 120 days. A visual of a projected timeline is portrayed below and assumes that work will commence by August 2009. City of San Luis Obispo - City Manager JAN FEB MAR APR MAY JUN JUL AUG SEP OCT I NOV DEC Phasel i I � I I Phase II Phase III PhaselV I l I 9 CS'-/� Exhibit A ,J - Attachment IV. REFERENCES Client: City of Newport Beach Tel: 949.644.3303 Contact: Tem Cassidy, Director of Human Resources Searches: City Manager(current), Director of Administrative Services (current), Director of Human resources Client: City of Santa Monica Tel: 310.458.8301 Contact: Lamont Ewell, City Manager Searches: Assistant City Manager (2008), Director of Finance (2007), Internal Audit Manager (2009), Director of Public Works, Housing Manager, Assistant Director of Planning & Community Development, Building Official, Employee Services Manager Client: City of Moreno Valley Tel: 951.413.3000 Contact: Council Member Richard A. Stewart (former Mayor) Searches: City Manager(2005-2006), Assistant.City Manager(2006), Economic Development Director, City Engineer Client: City of Arlington, TX Tel: 817.459.6122 Contact: Mayor Robert Cluck Searches: City Manager(2006), Deputy City Manager, Internal Auditor Client: City of Beverly Hills Tel: 310.285.1012 Contact: Rod Wood, City Manager Searches: Assistant City Manager(2005-2006), Chief Financial Officer(2005) Client: City of San Jose Tel: 408. 975.1475 Contact: Mark Danaj, Director of Human Resources Searches: Assistant City Manager(2001 & 2008), Independent Police Auditor, Director of Economic Development, Building Official, Planning Official Client: City of Vista Tel: 760.639.6131 Contact: Rita Geldert, City Manager Morris Vance, Mayor Searches: City Attorney (council appointed; 2006-2007), Fire Chief, Director of Redevelopment, Director of Finance, Director of Public Works, Director of Engineering, City Engineer, Traffic Engineer, Principal Planners, Communications Manager 10 �s'�� Exhibit A - Attachment V. CONSULTANT & STAFF PROFILES Teri Black-Brann, President Following a distinguished career in local and federal government, Teri has been dedicated to public sector executive search since 1999. Serving communities with populations in the millions to as small as 1,500 over the last nine years, she has built a substantial base of clients across the Western United States that continually rely on her personalized service and recruitment expertise. In addition to cities and counties, Ted's clients also include special districts, utility agencies and non-profit organizations. She has managed a multitude of high profile and sensitive recruitments over the years. Prior to starting her own firm in 2006, Ten was affiliated with Shannon Executive Search/CPS Human Resource Services and The Oldani Group. Before entering the executive search profession, Teri served as a Chief of Staff in the U.S. Department of Justice. Her local government experience includes management positions in the Cities of Santa Ana, Lakewood and Oakland, California. As a consultant, clients find her prior government service to be of tremendous value as they often comment, "She has walked in our shoes and understands our business." Teri earned her Master's degree in Public Administration from the University of Southern California and holds a Bachelor's degree from California State University, Fullerton. She is a recent graduate of the UCLA Anderson School of Management's invitational certificate program for entrepreneurs and a founding member of Cal- ICMA's Preparing the Next Generation (PNG) committee which has served as a model for the national organization. She is also currently a member of the PNG Diversity Committee. Teri will serve as the lead and primary consultant on the SLO assignment. 11 e5� /ff Exhibit A Attacbment Carolyn Seeley, Senior Consultant Carolyn has over 20 years of human resource experience and has personally assisted Teri Black-Brann with over 200 local government recruitments. She provides invaluable support to our engagements by conducting extensive research and generating referrals from non-traditional sources. Carolyn has supported all of Ted's Council appointed and department head level recruitments over the past five years. Recently, her Southern California contributions have been instrumental in bringing our Newport Beach, Tustin, Manhattan Beach, Santa Monica, and Murrieta searches to successful conclusions. Although she has focused exclusively on recruiting the past several years, Carolyn also possesses extensive experience in employee relations, employee benefits, compensation, training, and human resource information systems. She earned her MBA degree from Pepperdine University and holds a Bachelor's degree in Health Administration from California State University, Northridge. Carolyn is based in Monarch Beach, California. Cindi Maudlin, Engagement Manager Cindi is responsible for managing the administrative activities associated with TBC recruitments. From ensuring contractual requirements are met to coordinating background checks, she is involved with all aspects of the search process and serves as Ted's invaluable "right hand" in ensuring that all client and candidate needs are met. Working out of the Palos Verdes office, Cindi brings over a decade of project management experience to TBC and she holds a Bachelor's degree in English from Loyola Marymount University. 12 � /� Exhibit A � Attachment VI. PRICING, GUARANTEE & CONTACT INFORMATION The professional fee for this City Manager assignment is $19,000. This includes all work outlined in Phases I — IV in the proposal's scope of work. Up to four visits to SLO are encompassed in the proposed scope of work and expense budget. Reimbursable expenses for this project will range from $7,000 - $105500 (depending on the extent of the advertising and marketing campaigns and consultant travel). Reimbursable expenses include advertising, brochure design and reproduction, printing/copying, postage and delivery charges, as well as consultant travel. Consultant travel entails traveling from Los Angeles to SLO for client meetings and interviews, as well as meeting with the top candidates in-person at locations TBD. Professional fees and expenses are billed on a monthly basis. TBC is open to discussing cost reduction strategies that may be realized by partnering with the City's Human Resources Department. We have such an established partnership with the City of Newport Beach for their City Manager and Administrative Services Director recruitments. Placement Guarantee Because we have a high degree of confidence in our work, TBC's placement guarantee for Council appointed positions is double the industry standard. Consistent with the ICMA Code of Ethics, if a candidate selected and appointed as City Manager by the San Luis Obispo City Council as a result of a TBC recruitment terminates employment for any reason before the completion of the first two years of service, TBC will provide the City with the necessary consulting services required to secure a replacement. Professional consulting services are provided at no cost to the Client; expenses are covered by the City. d 13 Exhibit A Attachment Company Contact Information Business address: 4232 Pascal Place Palos Verdes Peninsula, CA 90274 Telephone: 310.377.2612 Fax: 310.377.1362 Web site: www.tbcrecruiting.com Federal Tax ID: 13-4346458 Primary Contact: Teri Black-Brann ted@tbcrecruiting.com Office: 310.377.2612 Mobile: 310.781.0878 14 CS--a Exhibit A Attachment IV. COMPREHENSIVE LIST OF CLIENTS Cities Anaheim Arlington, TX Ashland, OR Belmont Beverly Hills Buena Park Cannon Beach, OR Carlsbad Carpinteria Chandler, AZ Colorado Springs, CO Concord Costa Mesa Davis Denver, CO East Palo Alto EI Cajon Eugene, OR Fort Worth, TX Goleta Hermiston, OR Hermosa Beach La Habra Long Beach Lynwood Manhattan Beach Modesto Moreno Valley Murrieta National City Newport Beach Oakland Pasadena Pittsburg Prescott Valley, AZ Pomona Redlands San Diego San Jose Santa Barbara Santa Clara 15 ���a� EKhibit A Attacbment Santa Clarita Santa Monica Sunnyvale Surprise, AZ Torrance Tustin Vista West Sacramento Yucca Valley, Town of Counties Denver, CO(City/County) Lane, OR Los Angeles Merced Monterey San Diego Santa Barbara Special Districts/Authorities Ashland, OR Parks Commission Beach Cities Health District Castaic Lake Water Agency Goleta Water District Hi-Desert Water District Mesa Consolidated Water District Municipal Water District of Orange County Southern California Association of Governments 16 CS=v23 EKhibit A Attachment <.o CERTIFICATE OF LIABILITY INSURAI%#E 1/27/08 PRODUCER Gass Aa Insurance Services THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P.O.Box 711509 HOLDER.THUS CERTIFICATE DOES NOT AMEND,EXTEND OR Santee,CA 92072 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Phare (619)795-8337 Fax (619M4-7407 INSURERS AFFORDING COVERAGE NAIC U INSURER A: Hartford Casualty Insurance INSURED Teri Black&Co., LLC INSURER B: 4232 Pascal Place INSURER C: Palos Verdes Peninsula,CA 90274- INSURER D: INSURER E: COVERAGES INSURER F: Philadelphia Insurance Company THE POLICIES OF INSURANCE USTED HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAM. INSR ADD'LTYPE OF INSURANCE POLICY NUdIBER P�a<I61r EFFEC E CYDATEMWOWM �7iDM UNITS LTR pMSRD GENERAL LIABILITY EACH OCCURRENCE $2,000,000 ED Q COMMERCIAL GENERAL LIABILITY 57SBMUY1656 09/28/08 09/28/09 �ES(Ea o�caaeence) $300,000 ❑❑ CLAIMS MADE © OCCUR MED EXP(AM am person) $10,000 A ® ❑ PERSONAL&ADV INJURY Excluded GENERAL AGGREGATE $4,000,000 F] GEWL AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOP AGG $4,000,000 ❑ POLICY ❑PROJECT ❑ LOC AUTOMnAn F LIABILITY COMBINED SINGLE LIMIT ❑ ANY AUTO (Es acc:idard) ❑ ALL OWNED AUTOS BODILY INJURY B ❑ ❑ SCHEDULED AUTOS Per persm) ❑ HIRED AUTOS BODILY INJURY ❑ NON OWNED AUTOS (Per accident) ❑ PROPERTY DAMAGE (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT C ❑ ❑ ANY AUTO OTHER THAN EA ACC ❑ AUTO ONLY: AGG pICESSIUIrBRELLALABILITY EACH OCCURRENCE ❑ OCCUR ❑ CLAIMS MADE AGGREGATE D ❑ ❑ DEDUCTIBLE ❑ RETENTION E WORKERS COMPENSATION AND ❑ ❑ OTH- EMPLOYERS LU{BILRY XECUTIVE WCSTATU- --'-- E ANY PROPRIETOR!PARTNER I EEL EACH ACCIDENT OFFICER I M IMER EXCLUDED? EL DISEASE-EAEMPLOYEE M Ym describe under SPECIAL PROVISIONS below E.L DISEASE-POLICY LIMIT OTHER F Professional Liability-Claims Made F PHSD348185 09/28/08 09/28/09 $1,000,000 Per Claim 1,000,000 Agg DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADD®BY ENDORSEMENT I SPECIAL PROVISIONS '10 day notice for non-payment of premium _ CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LETT,BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESElTAT IVE& AUTHORIZED REPRESENTATIVE /t/ ACORD 25(2001/08)OF /O ACORD CORPORATION 1988 0s-0y Attachment Exhibit B CONTRACT PERFORMANCE TERMS 1. Business Tax. Contractor must have a valid City of San Luis Obispo business tax certificate prior to execution of the contract. Additional information regarding the City's business tax program may be obtained by calling(805) 781-7134. 2. Ability to Perform. Contractor warrants that it possesses, or has arranged through subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal, state, county, city, and special district laws,ordinances, and regulations. 3. Laws to be Observed. Contractor shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of San Luis Obispo ordinances, regulations and adopted codes during its performance of the work. 4. Payment of Taxes. The contract prices shall include full compensation for all taxes that Contractor is required to pay. 5. Permits and Licenses. Contractor shall procure all permits and licenses, pay all charges and fees,and give all notices necessary. 6. Safety Provisions. Contractor shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety. 7. Public and Employee Safety. Whenever Contractor's operations create a condition hazardous to the public or City employees, it shall, at its expense and without cost to the City, furnish, erect and maintain such fences, temporary railings, barricades, lights, signs and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the public and employees. 8. Preservation of City Property. Contractor shall provide and install suitable safeguards, approved by the City, to protect City property from injury or damage. If City property is injured or damaged as a result of Contractor's operations, it shall be replaced or restored at Contractor's expense. The facilities shall be replaced.or restored to a condition as good as when the Contractor began work. 9. Immigration Act of 1986. Contractor warrants on behalf of itself and all sub-contractors engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. 10. Contractor Non-Discrimination. In the performance of this work, Contractor agrees that it will not engage in, nor permit such sub-contractors as it may employ, to engage in discrimination in employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons. 11. Work Delays. Should Contractor be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of the City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or e6_-4R-5_ Attacbmeut Exhibit B:Contract Performance Terms Page B-2 labor due to federal government restrictions arising out of defense or war programs, then the time of completion may, at the City's sole option, be extended for such periods as may be agreed upon by the City and the Contractor. 12. Payment Terms. The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the services provided by Contractor(Net 30). 13. Inspection. Contractor shall furnish City with every reasonable opportunity for City to ascertain that the services of Contractor are being performed in accordance with the requirements and intentions of this contract. All work done and all materials furnished, if any, shall be subject to the City's inspection and approval. The inspection of such work shall not relieve Contractor of any of its obligations to fulfill its contract requirements. 14. Audit. The City shall have the option of inspecting and/or auditing all records and other written materials used by Contractor in preparing its invoices to City as a condition precedent to any payment to Contractor. 15. Interests of Contractor. Contractor covenants that it presently has no interest, and shall not acquire any interest direct or indirect or otherwise, which would conflict in any manner or degree with the performance of the work hereunder. Contractor further covenants that, in the performance of this work, no sub-contractor or person having such an interest shall be employed. Contractor certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City. It is hereby expressly agreed that, in the performance of the work hereunder, Contractor shall at all times be deemed an independent contractor and not an agent or employee of the City. 16. Hold Harmless and Indemnification. Contractor agrees to defend, indemnify, protect and hold the City and its agents; officers and employees harmless from and against any and all claims asserted or liability established for damages or injuries to any person or property, including injury to Contractor's employees, agents or officers which arise from or are connected with or are caused or claimed to be caused by the acts or omissions of Contractor, and its agents, officers or employees, in performing the work or services herein, and all expenses of investigating and defending against same;provided, however, that Contractor's duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City,its agents, officers or employees. 17. Contract Assignment. Contractor shall not assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. 18. Termination. If, during the term of the contract, the City determines that Contractor is not faithfully abiding by any term or condition contained herein, the City may notify Contractor in writing of such defect or failure to perform; which notice must give Contractor a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the deficiency. If Contractor has not performed the work or cured the deficiency within the ten days specified in the notice, such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to Contractor to said effect. Thereafter, neither party shall have any further duties, obligations,responsibilities or rights under the contract. CS'-a� Attachment Exhibit B:Contract Performance Terms Page B-3 In said event, Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City's Notice of Termination, minus any offset from such payment representing the City's damages from such breach. "Reasonable value" includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by Contractor as may be set forth in the Agreement payment schedule; compensation for any other work, services or goods performed or provided by Contractor shall be based solely on the City's assessment of the value of the work-in- progress in completing the overall workscope. The City reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be determined in the City's sole discretion, so as to permit a full and complete accounting of costs. In no event, however, shall Contractor be entitled to receive in excess of the compensation quoted in its proposal. 19. Ownership of Materials. All original drawings, plan documents and other materials prepared by or in possession of Contractor as part of the work or services under these specifications shall become the permanent property of the City, and shall be delivered to the City upon demand. 20. Release of Reports and Information. Any reports, information, data, or other material given to, prepared by or assembled by Contractor as part of the work or services under these specifications shall be the property of City, and shall not be made available to any individual or organization by Contractor without the prior.written approval of the City. 21. Copies of Reports and Information. If the City requests additional copies of reports,drawings, specifications, or any other material in addition to what Contractor is required to furnish in limited quantities as part of the work or services under these specifications, Contractor shall provide such additional copies as are requested, and City shall compensate Contractor for the costs of duplicating of such copies at the Contractor's direct expense. 22. Insurance. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by Contractor, its agents,representatives, employees or sub-contractors. a. Minimum scope of insurance. Coverage shall be at least as broad as: • Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). • Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). • Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. • Errors and Omissions Liability insurance as appropriate to Contractor's profession. b. Minimum limits of insurance. Contractor shall maintain limits no less than: • General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply �sa� Attacbment Exhibit B:Contract Performance Terms Page B-4 separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. • Automobile Liability: $1,000,000 per accident for bodily injury and property damage. • Employer's Liability: $1,000,000 per accident for bodily injury or disease. • Errors and Omissions Liability: $1,000,000 per occurrence. C. Deductibles and self-insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. d. Other insurance provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: • The City, its officers, officials, employees, agents and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, official, employees, agents or volunteers. • For any claims related to this project, Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees; agents or volunteers shall be excess of Contractor's insurance and shall not contribute with it. • Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees,agents or volunteers. • Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. • Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested,has been given to the City. e. Acceptability of insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. f. Verification of coverage. Contractor shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage. Original endorsements effecting general liability and automobile liability coverage required by this clause must also be provided. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences.