HomeMy WebLinkAboutCONSENT Executive Search Prothman amend 4 JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
CONSENT AGENDA REQUEST
TO: Board of County Commissioners
FROM: Josh�D.Peters,County Administrator
DATE: OCi/e) r- ( ZcQ5
SUBJECT: AGREEMENT re: Amendment No.4: Professional Services Agreement with
Prothman for Executive Search Services
STATEMENT OF ISSUE:
In April 2021, Jefferson County entered into a Professional Services Agreement with the Prothman
Company for executive search services. The contract amount was not to exceed$99,999 over the full five-
year term of the agreement(including two annual renewals following the initial three-year term). The
agreement was subsequently amended twice to handle additional recruitment activity. The county continues
to recruit a Community Development Director,which requires an additional increase in the agreement's not-
to-exceed amount.
ANALYSIS:
Following Amendment No. 3, approved in May 2025, the agreement's not-to-exceed amount is currently
$144,499. The expectation is that an additional $3,000 will cover expenses related to continued recruitment
for the open Community Development Director position, including a second round of advertising. Any
amount remaining on the agreement will lapse when the agreement expires on April 8, 2026.
FISCAL IMPACT:
This amendment adds $3,000 to the not-to-exceed amount, bringing the total to $147,499.
RECOMMENDATION:
Approve the attached Amendment No. 4 to the Professional Services Agreement with Prothman.
REVIEWED BY:
( a 1_6 ged2zia V9,th
Josh d
Peters, County Administrator Date
1
t
CONTRACT REVIEW FORM [ CearForm
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: Prothman Contract No: AM No t Prothman
Contract For: Executive Search Services Term: No change in term: Ends 4/8/26
COUNTY DEPARTMENT: Canty Administrator
Contact Person: Carolyn cauaway
Contact Phone: 360-385-9122
Contact email: carolyeco ffarson.wa.us
AMOUNT: Additional amount of S3,000 for a total of$147,499 PROCESS: Exempt from Bid Process
Revenue: Cooperative Purchase
—
Expenditure: _ Competitive Sealed Bid
Matching Funds Required: Small Works Roster
Sources(s)of Matching Funds Vendor List Bid
Fund # 270 L RFP or RFQ
Munis OrgiObj �Other:
APPROVAL STEPS:
STEP 1: DEPARTMENT CERTIFIES CO ; e C W JCC 3.55.0$0 AND CHAPTE gla RCW.
CERTIFIED: 0 N/A:0 _ ,%. _. -Q 74"
Signature Date
STEP 2; DEPARTMENT CERTIFIES • PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT BEE EBAR D BY ANY FEDERAL, STATE. OR LOCAL
AGENCY. /
CERTIFIED: 1: N/A: 0 Ir �/2 V/2-r-
'gnature Date
STEP 3: RISK MANAGEMENT REVIEW(will added electronically through Laserfiche):
Electronically approved by Risk Management on 10/2/2025.
STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche):
Electronically approved as to form by PAO on 9/29/2025.
Amendment No. 4 increasing contract amount b 3 000. New not to
EIWAticiA'1 9efiri t @�{�}ci kYr A i8BriVa29t `hed.
STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY(IF REQUIRED).
STEP 6: CONTRACTOR SIGNS
STEP 7: SUBMIT TO BOCC FOR APPROVAL
1
Amendment No. 4 to the Professional Services Agreement Between Prothman
Company and Jefferson County for Executive Search Services
This Amendment No. 4 to the Professional Services Agreement is made and entered into
by and between The Greg Prothman Company, now known as Prothman Company
("Consultant"), and Jefferson County, a political subdivision under the laws of the State of
Washington ("County"), (collectively "Parties") for executive search services.
WHEREAS, the Parties want to amend the Professional Services Agreement entered into
between them;
NOW, THEREFORE,the Parties agree as, follows:
1. Purpose.The purpose of this Amendment is to revise the not-to-exceed contract dollar
amount as provided for in the original Professional Services Agreement. All other terms of the
Professional Services Agreement between the Parties remain unchanged, except as modified in this
Amendment.
2. Amendment.
The third sentence of Paragraph 3 is amended to read: "The total fees for consulting
services may not exceed $147,499 over the course of the contract and its renewal
period(s)."
(SIGNATURES FOLLOW ON NEXT PAGE)
1
FOR THE PROTHMAN COMPANY:
Sonja Prothman. President
Date
FOR JEFFERSON COUNTY:
Heidi Eisenhour. (hair, Board of County Commissioners
Date
APPROVED S TO FORM ONLY:
ii2-IZ? for 09/29/2025
Philip C. Hunsucker, Daft,
Chief Civil Deputy Prosecuting Attorney
ATTEST:
Carolyn Gallaway, CMC Date
Clerk of the Board
2
Amendment No. 3 to the Professional Services Agreement Between Proth man
Company and Jefferson County for Executive Search Services
This Amendment No. 3 to the Professional Services Agreement is made and entered into
by and between The Greg Prothman Company, now known as Prothman Company
("Consultant") and Jefferson County, a political subdivision under the laws of the State of
Washington ("County"), (collectively "Parties") for executive search services.
WHEREAS, the Parties want to amend the Professional Services Agreement entered into
between them;
NOW, THEREFORE,the Parties agree as, follows:
1. Purpose.The purpose of this Amendment is to revise the not to exceed contract dollar
amount as provided for in the original Professional Services Agreement. All other terms of the
Professional Services Agreement between the Parties remain unchanged,except as modified in this
Amendment.
2. Amendment.
The third sentence of Paragraph 3 is amended to read: "The total fees for consulting
services may not exceed $144,499 over the course of the contract and its renewal
period(s)"
(SIGNATURES FOLLOW ON NEXT PAGE)
1
FOR THE PROTHMAN COMPANY:
beP fZ
Sonia I'rothman. President
5-4 o/ZS
Date
FOR JEFFERSON COUNTY:
/c\-64
Heidi l:i'enhour. (hair. Board of County Commissioners
c/Ii.j S
Date
APPROVE D .1S TO FORM ONLY:
22/2.6a
for 05/06/2025
Philip C. Hunsucker. Date
Chief Civil Deputy Prosecuting Attorney
cOMi,. O
ATTEST: ss".0I=
II
n� '0 4aHawaYCMC ,) �y . v
Cle Board ��`9 TOO +t•',,+�'2
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
CONSENT AGENDA REQUEST
TO: Board of County Commissioners
FROM: Mark McCauley, County Administrator
DATE: May 12, 2025
AGREEMENT Amendment No. 3; Professional Services Agreement with
The Greg Prothman Company, now known as Prothman Company,
(Prothman) for Executive Search Services
STATEMENT OF ISSUE:
In April, 2021 Jefferson County entered into a professional services agreement with Prothman
for executive search services. The contract amount was not to exceed $99,999 over the term of
the agreement. The agreement was subsequently amended twice to handle additional
recruitment activity. The County now has a need to recruit a Community Development
Director, which will require an additional increase in the agreement's not to exceed amount.
ANALYSIS:
The agreement's not to exceed amount is currently $129,499. There are funds remaining on the
contract but since we haven't been billed for the most recent work by Prothman we don't know
how much. Because of this we are adding an additional amount to ensure sufficient capacity to
complete the upcoming recruitment activity without needing yet another amendment. Any
amount remaining on the agreement will lapse when the agreement expires in 2026.
FISCAL IMPACT:
This amendment adds$15,000 to the not to exceed amount bringing the total to$144,499.
RECOMMENDATION:
Approve the attached Amendment No. 3 to the Professional Services Agreement with Prothman.
i /Mark McC y, County Admm stt6 Da e
CONTRACT REVIEW FORM I Clear Form
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: Prothmar Contract No: Prothman-AM No 3
Contract For: Executive Search Services I rnn Through April 2026
COUNTY DEPARTMENT: Cow* +nolor
Contact Person: mark Moc.w.y
Contact Phone: 360-3e541130
Contact email: ennce.Wiaoo Mtbrson.w..w
AMOUNT: Additional$15,000-total$$144.499 PROCESS: ^ Exempt from Hid Process
Revenue: N/A Cooperative Purchase
Expenditure: $15,000-total S144.499 — Competith a Sealed Hid
Matching Funds Required: N/A Small ‘ti orks Roster
Sources(s1 of Matching Funds N/A Vendor List Bid
Fund# 001-270 L RFP or RFQ
Munis Org/Obj oot-27o Other:
APPROVAL STEPS:
STEP I: DEPARTMENT CERTIFIES COMP C . 1TH JCC 3 .080 AND CHAPTER 42.23 RCW.
CERTIFIED: a N/A:0
S
Si re [}
STEP DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL
AGENCY.
CERTIFIED: CI N/A: • 1- 6
mature Date
STEP 3: RISK MANAGEMENT REVIEW(will be added electronically through laserfiche►:
STEP 4: PROSECUTING ATTORNEY RE%IFN\ (% ill he added electrunicall through l.a,erfichel:
Electronically approved by Risk Management on 5/7/2025.
STEP DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY(IF REQUIRED).
STEP f►;CONTRACTOR nically approved as to form by PAO on 5/6/2025.
A d ment No. 3 only addressing fees for consulting
STEP 7:SUBMIT TO Bt4;,f .40db!tfamendment language included. Prior
amendments and original attached.
Or- 5 frtilf-fna J z H i 3 -�3
Amendment No. 2 to the Professional Services Agreement Between Prothman
Compan} and Jefferson County for Executive Search Services
This Amendment No.2 to the Professional Services Agreement is made and entered into
by and between The Greg Prothman Company, now known as Prothman Company
("Consultant") and Jefferson County, a political subdivision under the laws of the State of
Washington("County"),(collectively "Parties")for executive search services.
WHEREAS, the Parties want to amend the Professional Services Agreement entered into
between them; `6
NOW,THEREFORE,the Parties agree as. follows:
1. Purpose.The purpose of this Amendment is to revise the not to exceed contract dollar
amount as provided for in the original Professional Services Agreement. All other terms of the
Professional Services Agreement between the Parties remain unchanged.except as modified in this
Amendment.
2. \mrndment,
I he third sentence of Paragraph 3 is amended to read: "The total fees for consulting
services may not exceed S 129,499 over the course of the contract and its renewal
period(s)"
(SIGNATURES FOLLOW ON NEXT PAGE)
1
FOR THE GREG PROTHMAN COMPANY:
))rntie..--' ad--Tivki-uts----)
Sonja ProIf man. President
I 1 at, ) Jo4.. ''
Date
FOR JEF .RSON COUNTY:
-.--.)
Gr g Brotherton.Chair. Board of Count) Commissioners
1/4 3/�3
Date
APPROVED AS TO FORM ONLY:
0 C `—
November 8.2023
Philip C. Hunsucker. _ Date
Chief Civil Deputy Prosecuting Attorney
2
ri
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
CONSENT AGENDA REQUEST
TO: Board of County Commissioners
FROM: Mark McCauley,County Administrator
DATE: November 11 2023
Amendment No. 2; Professional Services Agreement with The Greg
Prothman Company,now known as Prothman Company,(Prothman) for
Executive Search Services
STATEMENT OF ISSUE: In April, 2021 Jefferson County entered into a professional services
agreement with Prothman for executive search services.The contract amount was not to exceed
S99,999 over the term of the agreement. The county expended most of the contract amount on
various executive searches. The county now needs to recruit to fill the vacant Central Services
Director position,which will require additional contract authority.
ANALYSIS:Prothman has offered to conduct a new search for a Central Services Director on
an expenses-only basis. This means that they have waived their professional services fee for this
recruitment since the position had been filled for less than a year since the last recruitment. This
requires that the contract amount be increased to cover the expenses related to the current
recruitment effort.
In addition,a search for a new County Administrator will be required at some point during the
term of the current contract. Therefore.an additional S19,500 should be added to the total not to
exceed amount.
Staff is recommending an additional S29,500 be added to the contract via Amendment No. 2.
attached to cover the costs associated with these two recruitments.
FISCAL IMPACT:This amendment will potentially cost the county an additional S29.500 to be
paid out of the general fund-non-departmental.
RECOMMENDATION: Approve Amendment No. 2 to the Professional Services Agreement
with P an.
r -3
Mark McC y,County Admi ' for Dat
CONTRACT REVIEW FORM Clear Form
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: Protnman l untract \o. P,otnman-Am No 2
Contract For Executive Search Services Term: Through 2026
COUNTY DEPARTMENT: count,' _
Contact Person: ►rn taccoaey
('ontact Phone: 360-385 91 30
( ont ict email: *„ocauNy000.parson w us
\I t t I \ I: S29 500 additional-S129,499 total PROCESS: — Exempt from Hid Process
Rc%enuc: N/A Cooperative Purchase
Expenditure: $29.500/$t29.499 Competitive Sealed Bid
`latching Funds Required: N/A Small Works Roster
'.urces(s1 of Matching Funds N/A Vendor List Bid
Fund# 0ot•27o RFP or RFQ
Munis OrgiObj nott-27o ✓Other:Amendment
APPROVAL STEPS:
STEP I DEPARTMENT CERTIFIES CO I C W .SS, AND CHAPTE 12.' RCW.
CERTIFIED: n A:n /�� Z 3
lure Dat
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NO BEEN DEBARRED BY ANY FEDERAL. STATE, OR LOCAL
AGENCY.
CERTIFIED: Ei N/A: 1//1/Z3
tgnature Date
STEP 3: RISK MANAGEMENT REVIEW(wi I be added electroukall through Laserfiehe):
Electronically approved by Risk Management on 11/8/2023.
STEP 1: PROSE.(TING ATTORNEY REVIEW(nil)he added clectronicalls through Laserfachel:
•
Electronically approved as to form by PAO on 11,8,2023.
Contract amendment.
STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY(IF REQL IRED).
STEP 6:CONTRACTOR SIGNS
STEP 1:SL BMIT TO BOCC FOR APPROVAL
W,.. -b411044? '.21f I
AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT FOR
EXECUTIVE SEARCH SERVICES
Whereas, on April 5, 2021 the Board of County Commissioners executed a Professional Services
Agreement with The Greg Prothman Company for executive search services; and
Whereas, that Agreement was in the amount of$99,999; and
Whereas, Paragraph 5.a. of the Agreement established a not-to-exceed amount of$19,500 for the
Agency Executive position; and
Whereas, the first effort to hire an Agency Executive failed; and —FJ
Whereas, the Board of County Commissioners wishes to begin another recruitment effort for the
Agency Executive position; and
Whereas,there is $95 I.88 left of the $19,500 approved for this recruitment; and
Whereas, the new recruitment effort will require an increase in the not-to-exceed amount in the
Agreement;
Now, Therefore, the parties agree to amend the Agreement as follows:
That portion of Paragraph 5.a. which currently reads:
"provided that the total amount of payment to the Consultant shall not exceed$19,500 for the
Agency Executive position"
Is amended to read:
"provided that the total amount of payment to the Consultant shall not exceed$25,000 for the
Agency Executive position"
(SIGNATURES APPEAR ON THE NEXT PAGE)
DATED this -7 �� day of \fe(h 41 � , 20 22-- .
Jefferson County Board of Commissioners:
�'. —OL y/z z
Heidi Eisenhour, Date
Chair
The Greg Prothman Company
Sonja Pro man. Date
President
Attest:
(a1061.1 6441,i) 14142-
Carolyn Callaway u Date
Clerk of the Board
Approved as to form only:
r '
January 20, 2022
Philip C.Hunsucker Date
Chief Civil Deputy Prosecuting Attorney
1
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
CONSENT AGENDA REQUEST
TO: Board of County Commissioners
FROM: Mark McCauley, Interim County Administrator
DATE: January 24, 2022
SUBJECT: Request Board of County Commissioners approval of Amendment
No. I to the Professional Services Agreement with the Greg Prothman Company for
Executive Search Services
STATEMENT OF ISSUE: The Board of County Commissioners executed a Professional Services
Agreement with the Greg Prothman Company on April 5, 2021 for executive search services. The agreement
was for$99,999. It had a not-to-exceed limit of$19,500 for the Agency Executive recruitment.
ANALYSIS: The first recruitment effort for an Agency Executive failed at the last minute when the selected
candidate declined the county's offer of employment. The Board of Commissioners wish to mount a new
recruitment effort. Because there is only$951.88 left before the county hits the $19,500 limit an amendment
to the agreement to increase that limit is required.
Steve Worthington, with Prothman,estimates the additional cost of this recruitment will be around $4,000.
This is based on additional advertising to target diverse groups and estimates regarding other costs that
might be incurred. Staff is suggesting a new limit of$25,000.
The attached amendment to the professional services agreement will increase the limit to$25,000.
FISCAL IMPACT: Potential additional cost of$5,500 which will be paid out of Non-departmental -
General Fund.
RECOMMENDATION: That the Board of Commissioners approve the attached amendment to the
professional services agreement with the Greg Prothman Company for executive search services.
REVI ED BY:
•
Mark McC , Interim County Ad • trator ate
CONTRACT REVIEW FORM Clear Form
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: The Greg Prothman Company Contract No: Psi Pmthman tin.No. 1
Contract For: Executive Search Services Term: Three(3)Years
COUNTY DEPARTMENT: County Administrator
Contact Person: Mark McCauley
Contact Phone: 360-385-9130
Contact email: mmccauley@co.ieffanor.we.us
AMOUNT: $5,500 PROCESS: L Exempt from Bid Process
Revenue: N/A Cooperative Purchase
Expenditure: $5,500 Competitive Sealed Bid
Matching Funds Required: N/A Small Works Roster
Sources(s)of Matching Funds N/A Vendor List Bid
Fund# 001 RFP or RFQ
Munis Org/Obj NO51 890/4 1 0000 _Other:
APPROVAL STEPS:
STEP 1:DEPARTMENT CERTIFIES COM NCE WII H .55. 0 AND CHA ER 42.23 RCW.
CERTIFIED: [J N/A:n /� Z
azure
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL
AGENCY.CERTIFIED: FJ N/A: � S' ;1i / / /L Z
ure to
STEP 3: RISK MANAGEMENT REVIEW(will be added electronically through Laserfiche):
Electronically approved by Risk Management on 1/19/2022.
Agency Executive Search dollar limit increased to$25,000 only.
STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche):
Electronically approved as to form by PAO on 1/20/2022.
Contract amendment.
STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY(IF REQUIRED).
STEP 6: CONTRACTOR SIGNS
STEP 7: SUBMIT TO BOCC FOR APPROVAL
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of County Commissioners
FROM: Philip Morley,County Administrator
Andy Rowison, Human Resources Manager
DATE: Aprils,2021
SUBJECT: Entering Into a Contract With The Greg Prothman Company to Perform Assigned
Executive Search Services
BACKGROUND:
Over the next few years,the County anticipates some leadership staff positions may become vacant in
various departments. These openings could occur from planned retirements or unanticipated career changes
by the incumbent. In anticipation of these opening and to assist with recruiting the best-qualified applicants
to fill these critical positions staff proposes retaining the services of an executive recruitment firm.
Staff contacted three executive search firms on the MRSC roster and requested proposals. Two responded.
After evaluation,staff recommends entering into a three-year contract with Prothman, with one two-year
renewal option. This recommendation is based primarily upon Prothman's:
• Experience in conducting state and regional searches for government entity leadership positions.
• A competitive fee of$16,500 to$19,500 per recruitment, plus expenses.
• A one-year candidate placement guarantee, where Prothman would conduct a second search at no
additional cost to the county,except the Consultant's expenses,should the selected candidate leave
Jefferson County employment before a period of at least one year.
With this agreement,the County would only engage Prothman for assigned manager,director or executive
recruitments. In other words,the County could choose to undertake a selection process ourselves,or retain
Prothman to conduct the recruitment at our option.
Also, while Prothman conducts regional searches to help assure the best applicant pool, internal and local
candidates are strongly encouraged to apply. Typically,the best candidate pools include both internal and
external applicants. Prothman assists with that process by engaging interested internal candidates and
assisting them with the application process,even though they may be less experienced in applying for senior
management job openings.
Also, importantly, Prothman conducts initial candidate screening for County review and approval. They also
recommend finalists to be interviewed, for County review and approval. Having these candidate screening
steps occur separate from County staff adds a level of impartiality to the process.
FINANCIAL IMPACT:
The total cost of the contract shall not exceed$99,999 over the course of the full potential contract period of
five years. Other expenses involved in a recruitment(such as consultant reimbursable costs,advertising,
candidate travel,etc) would be paid outside of this contract.
Costs may be charged to the general fund or specific departments,depending upon circumstances for each
recruitment.
RECOMMENDATION:
Authorize the County Administrator to enter into a contract with The Greg Prothman Company to perform
assigned executive search services for an initial 3-year term with one 2-year renewal option. Total fees shall
not exceed$99,999.
RE VIE D B •
6W/(
Morley, o ty or Date
CONTRACT REVIEW FORM
CONTRACT WITH: The Greg Prothman Company TRACKING NO.:
(Contractor/Consultant)
CONTRACT FOR: Seri ices TERM: 3-years with renewal
COUNTY DEPARTMENT: County Administrator
For`lore Information Contact: Andy Rowlson,Human Resources manRECEIVED
Contact Phone a: 360-385-9133
APR 01 2021
RETI RN TO: Andy Rowlson RETURN Bl: April 7,2021
(Person in Department) iarP► GRSQN COUNTY
\MIOUNT: S99,999 PROCESS: ❑ ExempCQMMIS't1O4 ERS
El Consultant Selection Process
Revenue ❑ Cooperative Purchase
Expenditure $99,999 ❑ Competitive Sealed Bid
Matching funds Required ❑ Small Works Roster
Source(s)of Matching Funds ❑ Vendor List Bid
❑ RFP or RFQ
❑
Step 1 : REVIEW B SK Q`��
Rev' why:
Date R wed:
X. APPROVED FORM ❑ Returned for r sion(See Comments)
Comments
Step 2: REVIEW BY PROSECUTING ATTORNEY
Review by: by e-mail Philip C. Hunsucker
Date Reviewed: 04/01/2021 Chief Civil Deputy Prosecuting Attorney
APPROVED AS TO FORM ❑ Returned for revision(See Comments)
Comments
Step 3: (If required) DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK
MANAGEMENT AND PROSECUTING ATTORNEY
Step 4: CONTRACTOR/CONSULTANT SIGNS APPROPRIATE NUMBER OF
ORIGINALS
Step 5: SUBMIT TO BOCC FOR APPROVAL
Submit original Contract(s),Agenda Request,and Contract Review form. Also,please send 2 copies of
just the Contract(s)(with the originals)to the BOCC Office. Place"Sign Here"markers on all places the
BOCC needs to sign.
MUST be in BOCC Office by 4:30 p.m.TUESDAY for the following Monday's agenda.
(This form to stay with contract throughout the contract review process.)
•
PROFESSIONAL SERVICES AGREEMENT
FOR EXECUTIVE SEARCH SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT FOR EXECUTIVE SEARCH SERVICES
(this Agreement) is entered into between the Jefferson County Washington, a municipal -1
corporation (County) and The Greg Prothman Company (UBI No. UBI Number:602 162 424,
Consultant)in consideration of the mutual benefits,terms,and conditions below.
1. Project Designation.
The Consultant is retained by the County to perform assigned executive search services
for the County.
2. Scope of Services.
The Consultant agrees to perform executive search services for the recruitment and
selection of senior management positions as specifically assigned by the County. Such
services, including the provision of all labor, shall be provided consistent with the
provisions of Appendix A, attached and incorporated into this Agreement.
3. Effective Date.
The effective date of this Agreement is the date that the last party signs this Agreement.
4. Term of this Agreement.
The term of this Agreement shall be for three years, starting on the Effective Date. The
term of this Agreement shall renew annually for up to a total term of five years, unless a
party gives the other party notice of termination. The total fees for consulting services
may not exceed $99,999 over the course of the contract and its renewal period(s).
5. Payment.
The Consultant shall be paid by the County for completed work and for services rendered
under this Agreement as follows:
a. Payment for the work provided by the Consultant shall be made as provided on
Appendix B attached,provided that the total amount of payment to the Consultant
shall not exceed $19,500 for the Agency Executive position, $18,000 for a
Department Director position, and $16,500 for a Manager position for each
recruitment, excluding expenses, without express written amendment of this
Agreement executed by both parties.
b. For each search, the Consultant may submit invoices to the County for the
professional fees in three equal installments: the first invoice upon initiation of the
search, the second invoice after successful completion of the work session to
identify the candidates for the final interviews, and the third invoice after final
interviews,and the selected candidate has signed an employment agreement.
Page 1 of 14 Executive Search Services
c. For each search, the Consultant may submit invoices to the County for eligible
reimbursable expenses once per month including receipts or a list of individual
items/amount and their costs. Such vouchers will be checked by the County, and
upon approval thereof, payment will be made to the Consultant in the amount
approved. Eligible Consultant expenses include such direct costs as advertising,
printing, binders, mailing and delivery, Consultant mileage at IRS rate, travel
time, ferry cost, lodging if needed, background check costs.
d. Payment as provided in this section shall be full compensation for work
performed, services rendered and for all materials, supplies, equipment and
incidentals necessary to complete the work.
e. The Consultant's records and accounts pertaining to this Agreement are to be kept
available for inspection by representatives of the County and state for a period of
three(3) years after final payments. Copies shall be made available upon request.
f. If there are any inconsistencies between this section and Appendix B, this section
shall control.
6. Ownership andj?se of Documents.
All documents, drawings, specifications and other materials produced by the Consultant
in connection with the services rendered under this Agreement shall be the property of
the County whether the project for which they are made is executed or not; however,
County recognizes that the Consultant may copyright Prothman's layout and own
graphics of the position profile for each search, while the County retains ownership of the
profile's written content. The Consultant shall be permitted to retain copies, including
reproducible copies, of drawings and specifications for information, reference and use in
connection with the Consultant's endeavors.
7 Compliance with laws.
The Consultant shall, in performing the services contemplated by this Agreement,
faithfully observe and comply with all federal, state, and local laws, ordinances and
regulations, applicable to the services to be rendered under this Agreement.
8. Indemnification.
a. The Consultant shall indemnify, defend and hold harmless the County, its
officers, officials, employees, agents and volunteers (and their marital
communities) harmless from any and all claims, injuries, damages, losses or suits,
including attomey's fees and costs, arising from injury or death to persons,
including injuries, sickness, disease or death to the Consultant's own employees,
or damage to property occasioned by a negligent act, omission or failure of the
Consultant.
b. ShouId 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
Page 2 of 14 Executive Search Services
injury to persons or damages to property caused by or resulting from the
concurrent negligence of the Consultant and the County, its officers, officials,
employees, agents and volunteers (and their marital communities) the
Consultant's liability, including the duty and cost to defend, hereunder shall be
only to the extent of the Consultant's negligence.
c. 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 purposes of this indemnification. This
waiver has been mutually negotiated by the parties.
d. The provisions of this section shall survive the expiration or termination of this
Agreement
9. Insurance.
The Consultant shall obtain and keep in force during the terms of the Agreement, policies
of insurance as follows:
a. Workers' Compensation (Industrial Insurance).
i. If and only if the Consultant employs any person(s) in the status of
employee or employees separate from or in addition to any equity owners,
sole proprietor, partners, owners or shareholders of the Consultant,
Worker's Compensation Insurance as required by Title 51 RCW pursuant
to this section.
ii. The limits of such insurance shall include Employer's Liability with limits
meeting all applicable state and federal laws.
iii. This coverage shall extend to any subcontractor that does not have their
own worker's compensation and employer's liability insurance.
iv. The Consultant expressly waives by mutual negotiation all immunity and
limitations on liability, with respect to the County, under any industrial
insurance act, disability benefit act, or other employee benefit act of any
jurisdiction which would otherwise be applicable in the case of such
claim.
if the County incurs any costs to enforce the provisions of this subsection,
all cost and fees shall be recoverable from the Consultant.
b. Commercial Automobile Liability Insurance providing bodily injury and property
damage liability coverage for all owned and non-owned vehicles assigned to or
used in the performance of the work for a combined single limit of not less than
$1,00,000 each occurrence.
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c. Genera'_ Commercial Liability Insurance in an amount not less than a single limit
of one million dollars ($1,000,000) per occurrence and an aggregate of not less
than two (2) times the occurrence amount ($2,000,000.00 minimum) for bodily
injury, including death and property damage, unless a greater amount is specified
in the Agreement specifications. The insurance coverage shall contain no
limitations on the scope of the protection provided and include the following
minimum coverage:
i. Broad Form Property Damage, with no employee exclusion;
ii. Personal Injury Liability, including extended bodily injury;
iii. Broad Form Contractual/Commercial Liability - including
completed operations;
iv. Premises Operations Liability(M&C);
v. Independent Contractors and subcontractors;
vi. Blanket Contractual Liability.
d. Requirements for All Insurance.
i. Such insurance coverage shall be evidenced by one of the following
methods:
A. Certificate of Insurance; or,
B. Self-insurance through an irrevocable Letter of Credit from a
qualified financial institution.
ii. Any deductibles or self-insured retention shall be declared to and
approved by the County prior to the approval of this Agreement by the
County. At the option of the County, the insurer shall reduce or eliminate
deductibles or self-insured retention, or the Consultant shall procure a
bond guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
iii. Failure of the Consultant to take out or maintain any required insurance
shall not relieve the Consultant from any liability under this Agreement,
nor shall the insurance requirements be construed to conflict with or
otherwise limit the obligations concerning indemnification of the County.
i�. The Consultant's insurers shall have no right of recovery or subrogation
against the County, its officers, officials, employees, agents and volunteers
(and their marital communities), it being the intention of the parties that
the insurance policies so affected shall protect all the parties and shall be
primary coverage for all losses covered by the above described insurance.
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v. Insurance companies issuing the Consultant's insurance policy or policies
shall have no recourse against the County, its officers, officials,
employees, agents and volunteers (and their marital communities) for
payment of any premiums or for assessments under any form of insurance
policy.
vi. All deductibles in the Consultant's insurance policies shall be assumed by
and be at the sole risk of the Consultant.
vii. Any judgments for which the County may be liable, in excess of insured
amounts required by this Agreement, or any portion thereof, may be
withheld from payment due, or to become due, to the Consultant until the
Consultant shall furnish additional security covering such judgment as
may be determined by the County.
viii. Any coverage for third party liability claims provided to the County by a
"Risk Pool" created pursuant to Ch. 48.62 RCW shall be non-contributory
with respect to any insurance policy the Consultant shall provide to
comply with this Agreement.
ix. The County may, upon the Consultant's failure to comply with all
provisions of this Agreement relating to insurance, withhold payment or
compensation that would otherwise be due to the Consultant.
x. The Consultant shall provide a copy of all insurance policies specified in
this Agreement.
xi. Written notice of cancellation or change in the Consultant's insurance
required by this Agreement shall reference the project name and
agreement number and shall be mailed to the County at the following
address: Jefferson County Risk Management, P.O. Box 1220, Port
Townsend, WA 98368.
xii. The Consultant's liability insurance provisions shall be primary and
noncontributory with respect to any insurance or self-insurance programs
covering the County, its officers, officials, employees, agents and
volunteers (and their marital communities).
xiii. Any failure to comply with reporting provisions of the insurance policies
shall not affect coverage provided to the County, its officers, officials,
employees, agents and volunteers(and their marital communities).
xiv. Tlie Consultant'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.
xv. The Consultant shall include all subcontractors as insured under its
insurance policies or shall furnish separate certificates and endorsements
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for each subcontractor. All insurance coverage for subcontractors shall be
subject to all the requirements stated in this Agreement. The insurance
limits mandated for any insurance coverage required by this Agreement
are not intended to be an indication of exposure nor are they limitations on
indemnification.
xvi. The Consultant shall maintain all required insurance policies in force from
the time services commence until services are completed. Certificates,
insurance policies, and endorsements expiring before completion of
services shall be promptly replaced.
xvii. The Consultant shall place insurance with insurers licensed to do business
in the State of Washington and having A.M. Best Company ratings of no
less than A-, with the exception that excess and umbrella coverage used to
meet the requirements for limits of liability or gaps in coverage need not
be placed with insurers or re-insurers licensed in the State of Washington.
xviii. Certificates of insurance as required by this Agreement shall be delivered
to the County within fifteen (15)days of execution of this Agreement.
xix. The County shall be named as an "additional insured" on all insurance
policies required by this Agreement.
xx. The Consultant shall furnish the County with properly executed
certificates of insurance that, at a minimum, shall include:
A. The limits of overage;
B. The project name and agreement number to which it applies;
C. The certificate holder as Jefferson County, Washington and its
elected officials, officers, and employees with the address of
Jefferson County Risk Management, P.O. Box 1220, Port
Townsend, WA 98368, and,
D. A statement that the insurance policy shall not be canceled or
allowed to expire except on thirty (30) days prior written notice to
the County.
xxi. To the extent a certificate of insurance lists or refers to any endorsements
solely by name, description or number it shall be the responsibility of the
Consultant to obtain and provide to the Jefferson County Risk
Management full and complete copy of the texts of such endorsements.
xxii. If the proof of insurance or certificate indicating the County is an
"additional insured'. to an insurance policy obtained by the Consultant
refers to an endorsement (by number or name) but does not provide the
full text of that endorsement, then it shall he the obligation of the
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Consultant to obtain the full text of that endorsement and forward that full
text to the County.
10. Independent Contractor.
a. The Consultant and the County agree that the Consultant is an independent
contractor with respect to the services provided pursuant to this Agreement.
Nothing in this Agreement shall be considered to create the relationship of
employer and employee between the parties.
b. Neither the Consultant nor any employee of the Consultant shall be entitled to any
benefits accorded County employees by virtue of the services provided under this
Agreement. The County shall not be responsible for withholding or otherwise
deducting federal income tax or social security or for contributing to the state
industrial insurance program, otherwise assuming the duties of an employer with
respect to the Consultant, or any employee of the Consultant.
c. The Consultant agrees to file all necessary governmental documents, including
appropriate tax returns, reflecting income status as an independent Consultant for
services rendered to the County under this Agreement. Should any governmental
agency audit any of the files and request information on either the Consultant or
the County, the Consultant and the County agree to furnish immediately the
requesting party with any records, including tax returns, relating to the services
rendered under this Agreement.
d. No subcontractor, employee, agent or representative of the Consultant will be or
be deemed to be, or act or purport to act, as an employee, agent or representative
of the County.
11. Covenant Against Contingent Fees.
The Consultant warrants that he has not employed or retained any company or person,
other than a bona fide employee working solely for the Consultant, to solicit or secure
this Agreement, and that he has not paid or agreed to pay any company or person, other
than a bona fide employee working solely for the Consultant, any fee, commission,
percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting
from the award or making of this Agreement. For breach or violation of this warranty, the
County shall have the right to annul this Agreement without liability or, in its discretion
to deduct from the Agreement price or consideration, or otherwise recover, the full
amount of such fee, commission,percentage, brokerage fee, gift,or contingent fee.
12. Discrimination Prohibited.
The Consultant will not discriminate against any person in performance of the
Consultant's services under this Agreement or in the selection and retention of employees
or procurement of materials or supplies on the basis of age, sex, marital status, sexual
orientation, religion, creed, race, color, national origin, honorably discharged veteran or
military status, or the presence of any sensory, mental, or physical disability or the use of
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a trained dog guide or service animal by a person with a disability, unless based upon a
bona fide occupational qualification.
13. No Harassment or Discrimination. Any form of harassment, discrimination, or improper
fraternization with any County employee is strictly prohibited. The Consultant shall not
discriminate on the grounds of race, color, national origin, religion, creed, age, sex,
sexual orientation, or the presence of any physical or sensory disability in the selection
and retention of employees or procurement of materials or supplies.
14. Section Headings. The headings of the sections of this Agreement are for convenience of
reference only and are not intended to restrict, affect, or be of any weight in the
interpretation or construction of the provisions of the sections or this Agreement.
15. Limits of Anv Waiver of Default. No consent by either party to, or waiver of, a breach by
either party, whether express or implied, shall constitute a consent to, waiver of, or
excuse of any other, different, or subsequent breach by either party.
16. No Oral Waiver. No term or provision of this Agreement will be considered waived by
either party, and no breach excused by either party, unless such waiver or consent is in
writing signed on behalf of the party against whom the waiver is asserted. Failure of a
party to declare any breach or default immediately upon the occurrence thereof, or delay
in taking any action in connection with, shall not waive such breach or default.
17. No Assignment. The Consultant shall not sublet or assign any of the services covered by
this Agreement without the express written consent of the County.
18. No Third party Beneficiaries. The parties do not intend, and nothing in this Agreement
shall be construed to mean, that any provision in this Agreement is for the benefit of any
person or entity who is not a party.
19. Modification of this Agreement. This Agreement may be amended or supplemented only
by a writing that is signed by duly authorized representatives of all the parties.
20. Signature in Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, and all of which counterparts together shall
constitute the same instrument which may be sufficiently evidenced by one counterpart.
Execution of this Agreement at different times and places by the parties shall not affect
the validity of this Agreement, so long as all the parties execute a counterpart of this
Agreement.
21. Facsimile and Electronic Signatures. The parties agree that facsimile and electronic
signatures shall have the same force and effect as original signatures.
22. Arms-Length Negotiations. The parties agree that this Agreement has been negotiated at
arms-length, with the assistance and advice of competent, independent legal counsel.
23. Public Records Act.
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a. Notwithstanding any provisions of this Agreement to the contrary, to the extent
any record, including any electronic, audio, paper or other media, is required to be
kept or indexed as a public record in accordance with the Washington Public
Records Act, Chapter 42.56 RCW (as may be amended), the Consultant agrees to
maintain all records constituting public records and to produce or assist the
County in producing such records, within the time frames and parameters set forth
in state law.
b. The Consultant also agrees that upon receipt of any written public record request,
the Consultant shall, within two business days, notify the County by providing a
copy of the request per the notice provisions of this Agreement.
24. Warranty if Top Candidate Not Chosen. Should a top candidate not be chosen fur any
search under this Agreement, the Consultant will repeat the recruitment once at no cost to
the County, except the Consultant's expenses. For each search, if a selected finalist is
successfully hired, and is terminated or resigns within one year from the employment
date, the Consultant will conduct one replacement search for that position at no cost to
the County, except the Consultant's expenses. the Consultant expenses include such
direct costs as advertising, printing, binders, mailing and delivery, the Consultant mileage
at IRS rate, travel time, ferry cost, lodging if needed, background check costs.
25. Non-Waiver, Waiver by the County of any provision of this Agreement or any time
limitation provided for in this Agreement shall not constitute a waiver of any other
provision.
26. Termination.
a The County reserves the right to terminate this Agreement or a search under this
Agreement at any time by giving ten (10) days written notice to the Consultant.
The County shall be liable only for the professional fees and eligible expenses for
work successfully completed up to the effective date of the termination.
b. In the event of the death of a member, partner or officer of the Consultant, or any
of its supervisory personnel assigned to the project, the surviving members of the
Consultant hereby agree to complete the work under the terms of this Agreement,
if requested to do so by the County. This section shall not be a bar to
renegotiations of this Agreement between surviving members of the Consultant
and the County, if the County so chooses.
27. Notices. Notices to the County shall be sent to the following address or by e-mail to:
Andy Rowlson, Iluman Resources Manager
Jefferson County Administrator's Office
P.O. Box 1220
Port Townsend, WA 98368
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arowlson@co.jefferson.wa.us
Notices to the Consultant shall be sent to the following address:
The Greg Prothman Company
371 NE Gilman Blvd., Suite 310
Issaquah, WA 98027
28. Controlling Law.
It is understood and agreed that this Agreement is entered into in the State of
Washington. This Agreement shall be governed by and construed in accordance with the
laws of the United States, the State of Washington and the County of Jefferson, as if
applied to transactions entered into and to be performed wholly within Jefferson County,
Washington between Jefferson County residents. No party shall argue or assert that any
state law other than Washington law applies to the governance or construction of this
Agreement.
29. LitigationilurisdictionNenue.
a. Should either party bring any legal action, each party in such action shall bear the
cost of its own attorney's fees and court costs.
b. "hhe venue for any legal action shall be solely in the appropriate state court in
Jefferson County, Washington, subject to the venue provisions for actions against
counties in RCW 36.01.050.
30. Lega] and Regulatory Compliance. The Consultant shall comply with al: Federal, State, and
local laws and ordinances applicable to the work to be done under this Agreement.
31. Entire Agreement. The parties agree that:
a. No representation or promise not expressly contained in this Agreement has been
made.
b. They are not entering into this Agreement based on any inducement, promise or
representation, expressed or implied, which is not expressly contained in this
Agreement.
c. This Agreement supersedes all prior or simultaneous representations, discussions,
negotiations, and agreements, whether written or oral, within the scope of this
Agreement.
32. Severability. If any provision of this Agreement or any provision of any document
incorporated by reference shall be held invalid, such invalidity shall not affect the other
provisions of this Agreement which can be given effect without the invalid provision, if
such remainder conforms to the requirements of applicable law and the fundamental
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purpose of this Agreement, and to this end the provisions of this Agreement are declared
to be severable.
33. Representations and Warranties. The parties represent and warrant that:
a. Each person signing this Agreement is fully authorized to enter into this
Agreement on behalf of the party for whom signature is being made;
b. Each party that is a corporate entity is duly organized and validly existing in good
standing under the laws of one of the states of the United States of America;
c, The making and performance of this Agreement will not violate any provision of
law or of any party's articles of incorporation, charter, or by-laws;
d. Each corporate party has taken all necessary corporate and internal legal actions
to duly approve the making and performance of this Agreement and that no
further corporate or other internal approval is necessary; and,
e. Each party has read this Agreement in its entirety and know the contents of this
Agreement, that the terms of this Agreement are contractual and not merely
recitals, and that they have signed this Agreement, having obtained the advice of
legal counsel.
(SIGNATURES FOLLOW ON NEXT PAGE)
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THE GREG PROTHMAN COMPANY JEFFERSON COUNTY
BOARD OF COMMISSIONERS
90deXtr:449-7404.i. V f) //`;/.2%
Sonja Prethman, Vice President Date Kate Dean,Chair Date
Attest:
( 11tti (141, , 4/5. /21
Carolyn&llaway ) Date
Clerk of the Board
Approved as to form only:
April 1, 2021
Philip C. Hunsucker Date
Chief Civil Deputy Prosecuting Attorney
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APPENDIX A: SCOPE OF WORK
In coordination with the County Administrator and County staff, and for each position:
I. Meeting stakeholders to establish recruitment needs of the County and sought-after
candidate attributes, skills and abilities including assessing the County's:
a. Ability to attract qualified applicants under the County's current compensation in
relation to the community's location, amenities and cost of living; and,
b. The County's 7 comparison counties; and the overall competitive marketplace;
2. Marketing and distributing the position profile using appropriate professional
publications, internet job sites, contacts and networks;
3. Conducting a recruitment campaign, including creating a position profile;
4. Screening applicants, including but not limited to:
a. Identifying candidates for interview;
b. Verifying education; and,
c. Conducting criminal, , and media background checks;
5. Assisting the County in interviewing appropriate candidates and notifying unsuccessful
applicants;
6. Assist the County Administrator or hiring official in negotiating an employment contract,
including facilitating job offer(s) between the County and a successful candidate; and,
7. In the event that the selected candidate leaves Jefferson County employment before a
period of at least one year, conduct an additional recruitment as specified in this
Agreement at no cost to the county, except the Consultant's expenses.
Perform all the tasks outlined in the Consultant's Proposal, attached as Appendix C.
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APPENDIX B: BUDGET AND PAYMENT
Professional Fee
The fee for conducting each full recruitment, with a one-year guarantee, is $19,500 for the
Agency Executive position, $18,000 for a Department Director position, and $16,500 for a
Manager position, plus expenses. The professional fee covers all Prothman consultant and staff
time required to conduct the recruitment. This includes all correspondence and onsite meetings
with the County, 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.
Expenses
Expenses vary depending on the design and geographical scope of the recruitment. The
Consultant does not mark up expenses and the Consultant works diligently to keep expenses at
a minimum and keep records of all expenditures. The County will be responsible for reimbursing
expenses incurred by the Consultant on the County's behalf. Expenses per recruitment include:
• Newspaper, trade journal, websites, and other advertising (approx. $1.500 - 1,900)
• Direct mail announcements (approx. $1,900 - 2,100)
• Interview Binders & printing of materials (approx. $200 -600)
• Delivery expenses for Interview Binders (approx. $100 - 400)
• Consultant travel: Mileage at IRS rate, travel time at $65 per hour, ferry cost, lodging
(approx. $450 - 600 per trip)
• Background checks performed by Sterling (approx. $175 per candidate)
•
• Candidate Travel. The Consultant cannot estimate travel costs for candidates because
they vary based on the number of candidates, the distance of travel, the length of stay,
and whether spouse travel is included. If requested, the Consultant will coordinate
candidates' travel receipts for submission to the County for direct reimbursement to the
candidates by the County.
• Invoices. Professional fees shall be invoiced in three equal installments. Expenses shall
be invoiced monthly,
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