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<br />OQ <br />..." -.. . <br /> <br />Professional Services Agreement <br />Executive Search Services <br /> <br />This Agreement is made by and between the City of San Marcos (the "City") and Ralph Andersen & <br />Associates (the "Consultant"). <br /> <br />1. Search Engagement. The City agrees to engage the Consultant to perform those services described <br />below for completion of an executive search for a new City Manager for the City (the "Project"). <br /> <br />2. Services. The Consultant agrees to perform the services necessary for completion of the Project, <br />which will include, without limitation, the services described in the Project Work Plan attached to this <br />Agreement as Attachment A. In performing services, the Consultant agrees to abide by the City's Terms <br />and Conditions for Professional Services attached as Attachment B. <br /> <br />3. Relationship. The Consultant is an independent contractor and is not to be considered an agent or <br />employee of the City. <br /> <br />4. Compensation. As full compensation for the Consultant's professional services performed hereunder, <br />the City will pay the Consultant the fixed amount of$13,500 (the "professional services fee"). <br /> <br />5. Expense Reimbursement. The Consultant will be entitled to reimbursement from the City for such <br />expenses as reasonable travel, printing and binding, postage and delivery, clerical and long-distance <br />telephone charges. Expenses will not exceed $8,250 without prior authorization of the City. <br />Advertisements will be directly invoiced to the City. The Consultant will provide the City with a listing of <br />expenses by category of expense as a part of monthly billings and such other documentation with respect <br />to expenses as City may reasonably request. <br /> <br />6. Designated Representatives. The Consultant designates Mr. Charles Rohre as its representative and <br />principal employee for performance of services under this Agreement. The Consultant may make a <br />change in this designation only with the prior written consent of the City. The City designates Ms. <br />Carolyn Liner as its representative and principal contact for coordination of the services to be performed <br />by the Consultant. The City will provide written notice to the Consultant of any change in this <br />designation. <br /> <br />7. Additional Services. In the event the City requires other services in addition to those described in <br />Paragraph 2, the City will provide a written notice to the Consultant, and the City will compensate the <br />Consultant at the Consultant's standard hourly rates, plus reimbursement of expenses. <br /> <br />8. Payments. Progress payments of the Consultant's professional services fee and expenses will be made <br />on a monthly basis by the City upon receipt of billings from the Consultant. Billing and payment amounts <br />for the professional services fee will be based on the percentage of the Scope of Services completed by the <br />Consultant. Expenses will be billed at cost. <br /> <br />9. Guarantees. A. If, during the first year of employment, the new City Manager resigns or is dismissed <br />for cause by the City, the Consultant agrees to perform another search for a City Manager for the City for <br />no professional services fee. The new search project will consist of the services described in Paragraph 2 <br />