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21-162.00 Prothman: City Manager Recruitment Contract No. 21-162.00 AGREEMENT FOR PROFESSIONAL SERVICES Prothman THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington,hereinafter"City"and Prothman hereinafter"Consultant,"jointly referred to as"Parties." IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: 1. Work to Be Performed. Consultant shall provide all labor, services, and material to satisfactorily complete the Scope of Services, attached as Exhibit A. A. Administration. The Human Resources(HR) Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work, Consultant shall contact the HR Manager or designee to review the Scope of Services, schedule, and date of completion. Upon notice from the HR Manager or designee,Consultant shall commence work,perform the requested tasks in the Scope of Services, stop work,and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement, Consultant represents it possesses the ability, skill, and resources necessary to perform the work and is familiar with all current laws, rules, and regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon personnel shall be made without the prior written consent of City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient for the timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City-furnished information. C. Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Consultant shall accept modifications when ordered in writing by the HR Manager or designee, so long as the additional work is within the scope of Consultant's area of practice. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Consultant shall complete its work by March 15, 2022, unless the time for performance is extended in writing by the Parties. Agreement for Professional Services(with professional liability coverage) Page 1 of 9 Contract No. 21-162.00 Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 days'prior notice and an opportunity to cure the breach. City may,in addition,terminate this Agreement for any reason by 10 days' written notice to Consultant. In the event of termination without breach, City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. City agrees to pay Consultant a flat fee of$19,500, (which does not include expenses or Washington State Sales Tax if any is applicable) as full compensation for everything done under this Agreement, as set forth in Exhibit B. In addition to the flat fee, City agrees to pay and/or reimburse Consultant for any and all costs incurred by Consultant in performance and furtherance of the services provided to the City pursuant to the Scope of Services. The Parties agree that Consultant may direct candidates to submit certain expenses directly to the City for reimbursement, such as travel expenses, and that City shall pay such reasonable costs and expenses. Consultant shall not perform any extra, further, or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. 4.Payment. Consultant shall be paid three installments upon presentation of invoices to City. Applications for payment shall be sent to the City Finance Department at the below-stated address. City reserves the right to withhold payment under this Agreement for that portion of the work(if any)which is determined in the reasonable judgment of the HR Manager or designee to be noncompliant with the Scope of Services, City standards, City Code, and federal or state standards. 5.Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name: Christine Bainbridge, City Clerk Name: Prothman Phone: (509)720-5000 Phone: (206)368-0050 Address: 10210 East Sprague Avenue Address: 371 NE Gilman Blvd., Suite 310 Spokane Valley,WA 99206 Issaquah, WA 98027 6. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws and regulations. Consultant states that its designs, construction documents, and services shall conform to all federal, state,and local statutes and regulations. 7. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A. By executing this Agreement, the Consultant certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or Agreement for Professional Services(with professional liability coverage) Page 2 of 9 Contract No. 21-162.00 destruction of records,making false statements, or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph(A)(2)of this certification; and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions(federal, state,or local)terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this Agreement. 8. Relationship of the Parties. It is understood and agreed that Consultant shall be an independent contractor and not the agent or employee of City,that City is interested in only the results to be achieved, and that the right to control the particular manner, method, and means in which the services are performed is solely within the discretion of Consultant. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by Consultant under this Agreement are and shall be the property of City,and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports,reproduction quality mylars of maps,and copies in the form of computer files, for the City's use. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use,in whole or in part,any reports,data,drawings,images,or other material prepared under this Agreement, provided that Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. 10.Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Consultant's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine, make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 11.Insurance. Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant,its agents,representatives,employees,or subcontractors. A. Minimum Scope of Insurance. Consultant's required insurance shall be of the types and coverages as stated below: 1. Automobile liability insurance covering all owned, non-owned, hired, and leased vehicles. Coverage shall be at least as broad as Insurance Services Office(ISO) form CA 00 01. If necessary,the policy shall be endorsed to provide contractual liability coverage. If use of vehicles pursuant to the Agreement is only incidental, and Consultant will not transport any persons not directly related or affiliated with Consultant,then Consultant is Agreement for Professional Services(with professional liability coverage) Page 3 of 9 Contract No. 21-162.00 only required to have automobile liability insurance to meet at least minimum Washington state requirements. 2. Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises,operations, stop-gap independent contractors and personal injury, and advertising injury. City shall be named as an additional insured under Consultant's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 4. Professional liability insurance appropriate to Consultant's profession. B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. If Contracting Entity will not use its vehicles in the performance of this Agreement, automobile liability insurance is only required to meet Washington statutory minimum requirements. 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence, and $2,000,000 general aggregate. 3. Professional liability insurance shall be written with limits no less than $2,000,000 per claim and$2,000,000 policy aggregate limit. C. Other Insurance Provisions. The Consultant's policies are to contain,or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or self-insured pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2.Consultant shall provide City and all additional insured for this work with written notice of any policy cancellation within two business days of their receipt of such notice. 3. If Consultant maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Consultant, irrespective of whether such limits maintained by Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Consultant. 4. Failure on the part of Consultant to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after giving at least five business days' notice to Consultant to correct the breach, immediately terminate the Agreement, or at its sole discretion, procure or renew such insurance and pay any and all Agreement for Professional Services(with professional liability coverage) Page 4 of 9 Contract No. 21-162.00 premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due Consultant from the City. D.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating of not less than A:VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Agreement before commencement of the work. 12. Indemnification and Hold Harmless. Consultant shall, at its sole expense, defend, indemnify, and hold harmless City and its officers,agents,and employees,from any and all claims, actions, suits,liability, loss, costs, attorney's fees, costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, errors,or omissions in the services provided by Consultant, Consultant's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law, subject only to the limitations provided below. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51, RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 13.Waiver. No officer,employee,agent,or other individual acting on behalf of either Party has the power, right,or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 14. Assignment and Delegation. Neither Party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without prior written consent of the other Party. 15. Subcontracts. Except as otherwise provided herein, Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 16. Confidentiality. Consultant may, from time-to-time, receive information which is deemed by City to be confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. Agreement for Professional Services(with professional liability coverage) Page 5 of 9 Contract No. 21-162.00 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Consultant agrees that it may, at City's request, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s)' decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees). 19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties hereto. 20.Anti-kickback. No officer or employee of City,having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted,or granted a present or future gift,favor, service,or other thing of value from any person with an interest in this Agreement. 21.Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement, the Consultant, for itself, its assignees,and successors in interest agrees as follows: A. Compliance with Regulations: Consultant shall comply with the federal laws set forth in subsection G of this Section 21 ("Pertinent Non-Discrimination Authorities") relative to non- discrimination in federally-assisted programs of the U.S. Department of Transportation, Washington State Department of Transportation (WSDOT), as they may be amended from time- to-time,which are herein incorporated by reference and made a part of this Agreement. B. Non-discrimination: Consultant, with regard to the work performed by it during this Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Consultant shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations,including employment practices when the contract covers any activity,project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts,Including Procurements of Materials and Equipment:In all solicitations, either by competitive bidding, or negotiation made by Consultant for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier shall be notified by Consultant of Consultant's obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race,color,or national origin. D.Information and Reports: Consultant shall provide all information and reports required by the Acts, the regulations, and directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information,and its facilities as may be determined by the City or the WSDOT to be pertinent to ascertain compliance with such Acts,regulations,and instructions. Where any information required of Consultant is in the exclusive possession of another who fails Agreement for Professional Services(with professional liability coverage) Page 6 of 9 Contract No. 21-162.00 or refuses to furnish the information, Consultant shall so certify to the City or the WSDOT, as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of a Consultant's noncompliance with the non-discrimination provisions of this Agreement,the City will impose such contract sanctions as it or the WSDOT may determine to be appropriate, including,but not limited to: 1. withholding payments to Contractor under the Agreement until Consultant complies; and/or 2. cancelling,terminating,or suspending the Agreement, in whole or in part. F.Incorporation of Provisions:Consultant shall include the provisions of paragraphs one through six of this Section 21 in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, regulations and directives issued pursuant thereto. Consultant shall take action with respect to any subcontract or procurement as the City or the WSDOT may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided,that if Consultant becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such direction,Consultant may request that the City enter into any litigation to protect the interests of the City. In addition,Consultant may request the United States to enter into the litigation to protect the interests of the United States. G. Pertinent Non-Discrimination Authorities: During the performance of this Agreement, the Consultant agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d et seq., 78 stat.252),(prohibits discrimination on the basis of race,color,national origin);and 49 CFR Part 21; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601),(prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973, (23 U.S.C. §324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 USC §471, Section 47123), as amended,(prohibits discrimination based on race, creed, color,national origin,or sex); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal- Agreement for Professional Services(with professional liability coverage) Page 7 of 9 Contract No. 21-162.00 aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems,places of public accommodation,and certain testing entities(42 U.S.C. §§12131- 12189)as implemented by Department of Transportation regulations at 49 C.F.R.parts 37 and 38; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency(LEP). To ensure compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access to your programs(70 Fed. Reg. at 74087 to 74100); and Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities(20 U.S.C. §1681 et seq.). 22. Business Registration. Consultant shall register with the City as a business prior to commencement of work under this Agreement if it has not already done so. 23. Severability. If any section, sentence,clause,or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence,clause, or phrase of this Agreement. 24. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services B. Fee proposal C. Insurance Certificates The Parties have executed this Agreement this 25 day of October, 2021 CITY F SPOKANE V EY Co 1. f Itant: • Jo Whitehead,Human Resources Manager By reg Prothman -President Its: Authorized Representative APPROVED AS TO FORM: Agreement for Professional Services(with professional liability coverage) Page 8 of 9 Contract No. 21-162.00 Office of th ity Attorney Agreement for Professional Services(with professional liability coverage) Page 9 of 9 PRCYTHIVIAN Scope of Work 1. Develop a Tailored Recruitment Strategy Project Review The first step will be to: • Review the scope of work and project schedule Information Gathering and Research We will meet in person or by Zoom and spend as much time as it takes to learn everything we can about your organization. Our goal is to thoroughly understand the values and culture of your organization, as well as the preferred qualifications you desire in your next City Manager. We will: • Meet with the retiring City Manager ♦ Meet with City Leadership staff • Meet with additional stakeholders as directed ♦ Review all documents related to the position Position Profile Development We will develop a profile of your ideal candidate. Profiles include the following: • A description of the ideal candidate's qualifications • Years of related experience, education required and ideal personality traits • Organization-specific information • Description of the organization, position, and key responsibilities • Priorities and challenges facing the organization • Community-specific information ♦ Compensation package details • Information on how to apply 2. Identify, Target, and Recruit Viable Candidates Outreach and Advertising Strategy We recognize that often the best candidates are not actively looking for a new position--this is the person we want to reach and recruit. We have an aggressive recruitment strategy which involves the following: • Print and Internet-based Ads placed nationally in professional publications, journals, and related websites. • Targeted Direct Mail Recruitment Brochures sent directly to City Managers who are not actively searching for a new position. • Posting the Position Profile on Prothman's Facebook and Linkedln pages and on the Prothman website, which receives over five thousand visits per month from potential candidates. • Outreach to promising candidates we may know. 3. Conduct Preliminary Screening Candidate Screening Once the application deadline has passed, we will conduct an extensive candidate review designed to gather detailed information on the leading candidates. The screening process has 3 key steps: 1) Application Review: Using the Position Profile as our guide, we will screen the candidates for qualifications based on the resumes, applications, and 206.368.0050 ♦ 371 NE Gilman Blvd., Suite 310 Issaquah,WA 98027 ♦ www.prothman.com supplemental question responses (to determine a candidate's writing skills, analytical abilities and communication style). After the initial screening, we take the yes's and maybe's and complete a second screening where we take a much deeper look into the training, work history and qualifications of each candidate. 2) Internet Publication Background Search: We conduct an internet publication search on all semifinalist candidates prior to their interviews. If we find anything out of the ordinary, we discuss this during the initial interview and bring this information to you. 3) Personal Interviews: We will conduct in-depth videoconference or in-person interviews with the top 8 to 15 candidates. During the interviews, we ask the technical questions to gauge their competency, and just as importantly, we design our interviews to measure the candidate's fit within your organization. Candidate Presentation We will prepare and send to you a detailed summary report and binders which include each candidate's application materials and the results of the personal interviews and publication search. We will meet either in person or via Zoom and advise you of the candidates meeting the qualifications, our knowledge of them, and their strengths and weaknesses relative to fit within your organization. We will give you our recommendations and then work with you to identify the top 3 to 6 candidates to invite to the final interviews. We will discuss the planning and design of the final interview process during this meeting. 4. Prepare Materials and Process for Final Interviews Final Interview Process The design of the final interviews is an integral component towards making sure that all stakeholders have the opportunity to learn as much as possible about each candidate. • Elements of the design process include: • Deciding on the Structure of the Interviews We will tailor the interview process to fit your needs. It may involve using various interview panels, community tours and/or a public evening reception. • Deciding on Candidate Travel Expenses We will help you identify which expenses your organization wishes to cover. • Identifying Interview Panel Participants & Panel Facilitators • Background Checks Background checks include the following: • References We conduct 6-8 reference checks on each candidate. We ask each candidate to provide names of their supervisors, subordinates and peers for the last several years. • Education Verification, Criminal History, Driving Record and Sex Offender Check We contract with Sterling for all background checks. ♦ Candidate Travel Coordination After you have identified the expenses you wish to cover, we work with the candidates to organize the most cost-effective travel arrangements. • Final Interview Binders The Final Interview Binders include the candidates' application materials and are the tool that keeps the final interview process organized. Each panel member will be provided a binder. • Final Interviews with Candidates -PROTPIMAN Page 2 of 3 We will travel to the City and facilitate the interviews. The interview process usually begins with a morning briefing where schedule and process will be discussed with all those involved in the interviews. Each candidate will then go through a series of one-hour interview sessions, with an hour break for lunch. • Panelists & Decision Makers Debrief: After the interviews are complete, we will facilitate a debrief with all panel participants where the panel facilitators will report their panel's view of the strengths and weaknesses of each candidate interviewed. The decision makers will also have an opportunity to ask panelists questions. • Candidate Evaluation Session: After the debrief, we will facilitate the evaluation process, help the decision makers come to consensus, discuss next steps, and organize any additional candidate referencing or research if needed. • Facilitate Employment Agreement: Once the top candidate has been selected, we will offer any assistance needed in developing a letter of offer and negotiating terms of the employment agreement. /NAN Page 3 of 3 FEE, EXPENSES & GUARANTEE Professional Fee The fee for conducting a City Manager recruitment with a one-year guarantee is $19,500. The professional fee covers all Prothman consultant and staff time required to conduct the recruitment. This includes all correspondence and onsite meetings with the client, writing and placing the recruitment ads, development of the candidate profile, creating and sending invitation letters, reviewing resumes, coordinating and conducting semifinalist interviews, coordinating and attending finalist interviews, coordinating candidate travel, professional reference checks on the finalist candidates and all other search related tasks required to successfully complete the recruitment. Professional fees are billed in three equal installments throughout the recruitment, at the beginning, halfway, and upon completion of the final interviews. Expenses Expenses vary depending on the design and geographical scope of the recruitment. We do not markup expenses and we work diligently to keep expenses at a minimum and keep records of all expenditures. The City of Spokane Valley will be responsible for reimbursing expenses Prothman incurs on your behalf. Expenses include: • Newspaper, trade journal, websites, and other advertising (approx. $1,700 - 1,900) • Direct mail announcements (approx. $1,800 - 1,900) • Interview Binders & printing of materials (approx. $300 - 500) • Delivery expenses for Interview Binders (approx. $150 -450) • Consultant travel: Mileage at IRS rate, travel time at $50 per hour, lodging when needed (approx. $650 - 850 per trip) • Background checks performed by Sterling (approx. $170 per candidate) Other Expenses Candidate travel: We cannot approximate candidate travel expenses because they vary depending on the number of candidates, how far the candidates travel, length of stay, if spouses are included, etc. If you wish, we will coordinate and forward to your organization the candidates' travel receipts for direct reimbursement to the candidates. Warranty Repeat the Recruitment: If you follow the major elements of our process and a top candidate is not chosen, we will repeat the recruitment once with no additional professional fee, the only cost to you would be for the expenses. Guarantee Prothman will guarantee with a full recruitment that if the selected finalist is terminated or resigns within one year from the employment date, we will conduct one replacement search with no additional professional fee, the only cost to you would be for the expenses. Cancellation You have the right to cancel the search at any time. Your only obligation would be the fees and expenses incurred prior to cancellation. MAN 12 A ^(fQ DATE(MM/DD/YYYY) ® lV/R CERTIFICATE OF LIABILITY INSURANCE 10/27/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Nanci Gonzalez NAME: Brown&Brown of Washington,Inc. (q/C,NE Est): (206)956-1600 A/C,No): (206)956-9600 800 5th Ave Suite 2400 E-MAIL ngonzalez@bbseattle.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Seattle WA 98104 INSURER A: Hartford Casualty Insurance Company 29424 INSURED INSURER B: Philadelphia Indemnity Insurance Company 18058 The Greg Prothman Company INSURER C: 371 NE Gilman Blvd S#310 INSURER D: INSURER E: Issaquah WA 98027 INSURER F: COVERAGES CERTIFICATE NUMBER: 21 GL BA SG PL REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLSUSR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DDIYYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCEDAMAGE RENTED $ 2,000,000 CLAIMS-MADE X OCCUR PREMISESO(Ea occurrence) $ 300,000 MED EXP(Any one person) $ 10,000 A Y 52SBAVW2854 02/01/2021 02/01/2022 PERSONAL&ADVINJURY $ Excluded GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY JECT PRO LOC PRODUCTS-COMP/OPAGG $ 4,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED 52SBAVW2854 02/01/2021 02/01/2022 BODILY INJURY(Per accident) $ _ AUTOS ONLY AUTOS HIRED es/ NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY AUTOS ONLY (Per accident) , $ UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- Stop Gap Y/N AND EMPLOYERS'LIABILITY STATUTE X ER , A 1,000 000 ANY PROPRIETOR/PARTNER/EXECUTIVE NIA 52SBAVW2854 02/01/2021 02/01/2022 E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 It yes,describe under 1000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ , Limit 1,000,000 Professional Liab B PHSD1652356 09/26/2021 09/26/2022 Retention 5,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Spokane Valley ACCORDANCE WITH THE POLICY PROVISIONS. 10210 East Sprague Avenue AUTHORIZED REPRESENTATIVE Spokane Valley WA 99206 . I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD