Agenda - Council Work Session - 02/15/2022 - Special

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APPENDIX A: DRAFT AGREEMENT AGREEMENT This AGREEMENT, made as of this day of , 2022, by and between MERCER GROUP ASSOCIATES and THE CITY OF RAMSEY, MINNESOTA. WITNESSETH: WHEREAS, The City of Ramsey, Minnesota, (hereinafter referred to as "City") has made a request for proposals to hire an executive recruiter to conduct a search for a City Administrator, and WHEREAS, Mercer Group Associates (hereinafter referred to as "MGA") has submitted a proposal in response to City's request; and WHEREAS, City has selected MGA's proposal as the proposal which best meets its needs and City desires to hire MGA to conduct City's search for a new City Administrator, and NOW THEREFORE, in consideration of the following mutual covenants and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by all parties hereto, MGA and City hereby agree as follows: 1. MGA agrees to conduct this recruitment in accordance with scope of services outlined in its Proposal to City dated February 11, 2022 in response to City's request for proposal. MGA's proposal is incorporated by reference and thus made a part of this Agreement. 2. City agrees to compensate MGA for its services in the amount of $17,500 for professional services and not -to -exceed $4,000 in expenses to conduct a full search for City Administrator. Payments to MGA are to be made as outlined on page 7 of MGA's proposal to City. City and MGA both agree that this Agreement shall be governed by the laws of the State of Minnesota. 3. City and MGA both agree that in the event that any dispute arises between the parties, the complaining party shall promptly notify the other of the dispute in writing. Each party shall respond to the other party in writing within ten (10) working days of receipt of such notice. 4. City and MGA both agree that any amendments to this Agreement shall be made in writing, and executed by both parties. No proposed amendment which is not in writing and executed by both parties shall affect the terms of this Agreement. 11.