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05-E Executive Search Agreement DRAFT f:attomeylreswork\currentlPace Contract Res 2007 April 18, 2007 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, APPROVING AND AUTHORIZING THE EXECUTION OF AN EXECUTIVE SEARCH AGREEMENT WITH THE PACE GROUP TO CONDUCT A SEARCH FOR A NEW CITY MANAGER; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, on April 9, 2007, the City Council of the City of Paris approved the selection of The PACE Group to conduct a search for a new City Manager; and, WHEREAS, the proposed Executive Search Agreement attached hereto as Exhibit A, sets out the terms and conditions for the City Manager search; and, WHEREAS, the City Council has reviewed the proposed Agreement and determined that it should be approved; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS: Section 1. That the findings set out in the preamble of this resolution are hereby in all things approved. Section 2. That the Executive Search Agreement attached hereto as Exhibit A, is in all things approved and the Mayor be, and he is hereby authorized and directed to execute on behalf of the City of Paris said Agreement with The PACE Group in substantially the form of Exhibit A attached hereto. Section 4. That this resolution shall be effective from and after the date of passage. PASSED AND ADOPTED this 23rd day of April, 2007. Richard Manning, Mayor ATTEST: Janice Ellis, City Clerk APPROVED AS TO FORM: W. Kent McIlyar, City Attorney . ~-~ . T' ~-.......... EXECUTIVE SEARCH AGREEMENT THIS AGREEMENT is made and entered into by and between THE PACE GROUP, P. o. Box 1502, Tupelo, MS 38802, (hereinafter "PACE"), and The City of Paris, Texas a home-rule municipal corporation (hereinafter "CITY") to be effective as of the date the last party executes the Agreement as indicated below. WITNESSETH WHEREAS, the CITY is seeking to fill the position of City Manager. WHEREAS, PACE desires to provide assistance to the CITY in the identification and selection of one individual qualified to serve as City Manager; and, WHEREAS, ON APRIL 9,2007, the City Council of the City of Paris, Texas selected the PACE GROUP to conduct a search for a new City Manager. WHEREAS, the parties now desire to set forth their mutual understandings and agreements regarding the services to be performed by PACE into this written Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. EXECUTIVE SEARCH - PACE will conduct an in-depth search for qualified candidates for the Paris City Manager position, which shall include the following steps: a) CLIENT NEEDS ASSESSMENT: PACE personnel will meet with the Paris City Council ("City Council") to review the requirements and to discuss the desired background, experience and personality of the desired candidates. b) POSITION SPECIFICATION: PACE will prepare and submit to the City Council the approval of a job specification sheet for this position. The purpose of the approval of a job specification sheet is to assure that PACE and the City Council are in agreement as to the resutts of the Client Needs Assessment. c) RESEARCH: PACE will identify sources likely to produce candidates who will meet the needs of the City Council for this position. d) CONTACTS AND INTERVIEWS: PACE will conduct telephone discussions and personal interviews with a broad spectrum of potential candidates who have been identified through the research of PACE. e) PRESENTATION: Within sixty (60) days from the effective date of this Agreement, following PACE'S completion of the initial contact and interviewing process, PACE shall present three to five candidates deemed appropriate for the City Manager position to the City Council. In the event the candidates presented are not acceptable, PACE will continue its search until an acceptable candidate is confirmed by the City Council. 1 EXHIBIT _ '. r' ~_U~_._ f) CLIENT INTERVIEWS: PACE will schedule interviews between the City Council and candidates selected for the position. g) REFERENCE CHECKING: PACE will provide an in-depth reference check of each of the final candidates chosen by the City Council prior to the final interview by the City Council and extension of an offer to said candidate. Said reference checking shall consist of telephone or personal interviews by PACE personnel of former supervisors, subordinates, peers and others having knowledge of each of the selected candidates. PACE will conduct full financial and Criminal Background Checks on candidates that the City Council requests. h) PERSONALITY TESTING: Because a "good fit" between the people of the staff, City Council and the future City Manager is required, The PACE Group recommends that a thorough personality test be administered by us for each candidate. From the test results, a complete personality work profile will be developed. This profile will delineate the management style of each candidate and his or her preferred working environment. We will present this information to you prior to the candidate interviews. i) OFFER: PACE will work closely with the City Council in developing a responsible offer to the candidate selected. 2. STAFFING: The exedutive search provided by PACE will be conducted by PACE President John M. Lovorn, Jr., Daniel Logan, Chief Operating Officer, and Allison Morris, Vice President 3. FEES: PACE fee for conducting an Executive Search for the City Manager herein provided is 33.33% of the first year base salary of the selected candidate plus direct out-of-pocket expenses as set forth below. We request that our fee be paid according to the following schedule: a) $10,000 upon completion of the needs assessment interviews. b) $10,000 upon completion of the candidate profiles. Payment ofthis amount is due upon the presentation of the selected candidates in written form to the City Council. c) The balance of 33.33% upon acceptance by the candidate. 4. INDEMNITY: PACE agrees to indemnify and hold the CITY, its elected officials, officers and employees harmless from any and all claims, liabilities, losses and expanses arising out of, or resulting from, any and all activities conducted by PACE. 5. GUARANTEE - The PACE Group provides a one year guarantee under this Agreement. Should the City Manager candidate hired by the City Council leave the CITY for any reason during the first year of employment (including but not limited to: resignation, termination or illness) the PACE Group will conduct another City Manager search for no fee. But CITY will reimburse PACE for reasonable and necessary out-of-pocket expenses. Example- Should Mrs. Jones be employed as the new City Manager and decides to leave the organization within 365 days of the start of employment or should she be terminated by the organization then the PACE Group would conduct another City Manager search for no fee. 2 .,'" --..---....---.".'-- 6. OUT -Of-POCKET EXPENSES: At the end of every month, PACE will invoice for direct out- of-pocket expenses incurred by PACE during the search process. Payment for direct out- of-pocket expenses shall be due by the 30th day at the following month. Direct out-of- pocket expenses include, but are not limited to, those set forth in Exhibit "A" attached hereto and incorporated herein. IN WITNESS WHEREOF, the parties have executed this agreement as of dates set forth below. THE PACE GROUP CITY OF PARIS, TEXAS By: John Lovorn Chief Executive Officer Date: By: Richard Manning Mayor Date: THE STATE OF TEXAS i i COUNTY OF LAMAR BEFORE ME, the undersigned authority, in and for said County, Texas, on this day personally appeared Richard Manning, Mayor of the City of Paris, Texas, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this _ day of April, 2007. Notary Public, State of Texas THE STATE OF i i COUNTY OF BEFORE ME, the undersigned authority, in and for said County and state, on this day personally appeared John Lovorn, . of THE PACE GROUP, a , known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed and on behalf of said GIVEN UNDER MY HAND AND SEAL OF OFFICE, this _ day of April, 2007. Notary Public, State of 3 .~._.._......." EXHIBIT "A" THE PACE GROUP Out-of-Pocke1 Expenses 1) MOTELS: We will stay in whatever motel you select for us. 2) FOOD: We normally eat at reasonably-priced restaurants. 3) ADMINISTRATIVE FEE: PACE charges $500 per month for telephones, postage, shipping. supplies, and administrative services. Not to exceed $1,500. Should the search go over 3 months we will adjust this fee to be fair to all parties. We will work the chairman on this issue. We charged the PEDC for two months on their recent search. 4 ) RENTAL CAR: we use Budget and would rent a mid-sized car. 5) PERSONAL VEHICLE MILEAGE: We charge 48.5 cents per mile when we use our vehicles. 6) FINALIST NOTEBOOKS: We charge our exact costs of supplies and administrative fees. 7) PERSONAL ASSESSMENTS: For each candidate selected for a final interview, The PACE Group will provide assessments at $40 per candidate. 8) BACKGROUND CHECKS: We will do the reference checks at no charge. Credit and criminal will be completed by The PACE Group for $50.00 per candidate selected by the City Council. 9) We will fly the most economical airline possible. We would get approval from Mayor Manning on each airline ticket and would fly Southwest Airlines. 4 r- -.