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HomeMy WebLinkAboutContract THIS AGREEMENT, dated _____________, 2020, is by and between the City of Renton (the “City”), a Washington municipal corporation, and Colin Baenziger & Associates (“Consultant”), a sole proprietorship. The City and the Consultant are referred to collectively in this Agreement as the “Parties.” Once fully executed by the Parties, this Agreement is effective as of the last date signed by both parties. 1. Scope of Work: Consultant agrees to provide executive and management-level recruiting services for City of Renton, Washington, as specified in Consultant's proposal(s) which may be attached and incorporated herein as exhibits. As of the effective date of this Agreement, the scope of work under the Agreement is that specified in attached Exhibit A for the 2020 Chief Administrative Officer recruitment, which may hereinafter be referred to as the “Work.” 2. Changes in Scope of Work: The City, without invalidating this Agreement, may order changes tothe Work consisting of additions, deletions or modifications. Any such changes to the Work shall be ordered by the City in writing and the Compensation shall be equitably adjusted consistent with the rates set forth in the Exhibit or as otherwise mutually agreed by the Parties. 3. Time of Performance: Consultant shall commence performance of the Agreement upon execution of the Agreement. All Work shall be performed by the date specified in the Exhibit for the current Work. 4. Compensation: A. Amount. Total compensation to Consultant for Work provided pursuant to this Agreement shall not exceed $26,500, plus any applicable state and local sales taxes. Compensation shall be paid as a flat rate fixed sum based upon Work actually performed as further specified in Exhibit A. The Consultant agrees that any hourly or flat rate charged by it for its Work shall remain locked unless otherwise agreed to in writing. Except as specifically provided herein, the Consultant shall be solely responsible for payment of any taxes imposed as a result of the performance and payment of this Agreement. B. Method of Payment. On a monthly or no less than quarterly basis during any quarter inwhich Work is performed, theConsultant shall submit avoucherorinvoiceinaform AGREEMENT FOR EXECUTIVE AND MANAGEMENT-LEVEL RECRUITING SERVICES FOR CITY OF RENTON, WASHINGTON CAG-20-137 PAGE 2 OF 10 specified by the City, including a description of what Work has been performed. The Consultant shall also submit a final bill upon completion of all Work. Payment shall be made by the City for Work performed within thirty (30) calendar days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Consultant’s performance does not meet the requirements of this Agreement, the Consultant will correct or modify its performance to comply with the Agreement. The City may withhold payment for work that does not meet the requirements of this Agreement. C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by the City of any remedies it may have against the Consultant for failure of the Consultant to perform the Work or for any breach of this Agreement by the Consultant. D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City shall not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5.Termination: A. The City reserves the right to terminate this Agreement at any time, with or without cause by giving ten (10) calendar days’ notice to the Consultant in writing. In the event of suchtermination or suspension, allfinished orunfinished documents,data, studies, worksheets, models and reports, or other material prepared by the Consultant pursuant to this Agreement shall be submitted to the City, if any are required as part of the Work. B. In the event this Agreement is terminatedbytheCity,theConsultant shallbe entitled topaymentforall hours workedto the effectivedateoftermination, less all payments previously made. If the Agreement is terminated by the City after partial performance of Work for which the agreed compensation is a fixed fee, the City shall pay the Consultant an equitable share of the fixed fee. This provision shall not prevent the City from seeking any legal remedies it may have for the violation or nonperformance of any of the provisions of this Agreement and such charges due to the City shall be deducted from the final payment due the Consultant. No payment shall be made by the City for any expenses incurred or work done following the effective date of termination unless authorized in advance in writing by the City. PAGE 3 OF 10 6.Warranties And Right To Use Work Product: Consultant represents and warrants that Consultant will perform all Work identified in this Agreement in a professional and workmanlike manner and in accordance with all reasonable and professional standards and laws. Compliance with professional standards includes, as applicable, performingthe Work in compliance with applicable City standards or guidelines (e.g. design criteria and StandardPlansforRoad,BridgeandMunicipalConstruction).Professionalengineersshall certify engineering plans, specifications, plats, and reports, as applicable, pursuant to RCW 18.43.070. Consultant further represents and warrants that all final work product created foranddelivered totheCity pursuant tothis Agreement shall bethe originalwork of the Consultant and free from any intellectual property encumbrance which would restrict the City from using the work product. Consultant grants to the City a non- exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and display all final work product produced pursuant to this Agreement. The City’s or other’s adaptation, modification or use of the final work products other than for the purposes of this Agreement shall be without liability to the Consultant. The provisions of this section shall survive the expiration or termination of thisAgreement. 7.Record Maintenance: The Consultant shall maintain accounts and records, which properly reflect all direct and indirect costs expended and Work provided in the performance ofthis Agreement and retain such records for as long as may be required by applicable Washington State records retention laws, but in any event no less than six years after the termination of this Agreement. The Consultant agrees to provide access to and copies of any records related to this Agreement as required by the City to audit expenditures and charges and/or to comply with theWashington StatePublic RecordsAct (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or termination of this Agreement. 8.Public Records Compliance: To the full extent the City determines necessary to comply withthe Washington State Public RecordsAct,Consultantshallmakea due diligentsearch of all records in its possession or control relating to this Agreement and the Work, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings,photos, or drawings and provide them to the City for production. In the event Consultant believes said records need to be protected from disclosure, it may, at Consultant’s own expense, seek judicial protection. Consultant shall indemnify, defend, and hold harmless the City for all costs, including attorneys’ fees, attendant to any claim or litigation related to a Public Records Act request for which Consultant has responsive records and for which Consultant has withheld records or information contained therein, or not provided them to the City in a timely manner. Consultant shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. The provisions of thissection shall survive the expiration or termination of this Agreement. PAGE 4 OF 10 9.Independent Contractor Relationship: A. The Consultant isretained by the City onlyforthe purposes and to the extent set forth in this Agreement. The nature of the relationship between the Consultant and the City during the period of the Work shall be that of an independent contractor, not employee. The Consultant,not theCity, shall have thepowerto control and directthe details, manner or means of Work. Specifically, but not by means of limitation, the Consultant shall have no obligation to work any particular hours or particular schedule, unless otherwise indicated in the Scope of Work or where scheduling of attendance or performance is mutually arranged due to the nature of the Work. Consultant shall retain the right to designate the means of performing the Work covered by this agreement, and the Consultant shall be entitled to employ other workers at such compensation and such other conditions as it may deem proper, provided, however, that any contract so made by the Consultant is to be paid by it alone, and that employing such workers, it is acting individually and not as an agent for the City. B. The City shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or contributing to the State Industrial Insurance Program, orotherwise assuming thedutiesofanemployer with respect to Consultant or any employee of the Consultant. C. Ifthe Consultant is a sole proprietorship or if this Agreement is with an individual, the Consultant agrees tonotify theCityand completeanyrequired formif the Consultant retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Consultant’s failure to do so. 10.Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless the City, elected officials, employees, officers, representatives, and volunteers from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties, expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses to or by any and all persons or entities, arising from, resulting from, or related to the negligent acts, errors or omissions of the Consultant in its performance of this Agreement or a breach of this Agreement by Consultant, except for that portion of the claims caused by the City’s sole negligence. Should a court ofcompetent jurisdictiondetermine thatthis agreement is subject to RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence relative to construction, alteration, improvement, etc., of structure or improvement attached to real estate…) 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 PAGE 5 OF 10 Consultant and the City, its officers, officials, employees and volunteers, Consultant’s liability shall be onlyto the extent of Consultant’snegligence. It is further specifically and expressly understood that the indemnification provided in this Agreement constitute Consultant’s waiver of immunity under the Industrial Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually negotiated and agreed to this waiver. The provisions of this section shall survive the expiration or termination of this Agreement. 11.Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City employees from soliciting, accepting, or receiving any gift, gratuity or favor from any person, firm or corporation involved in a contract or transaction. To ensure compliance withthe City’s Code of Ethics and state law,the Consultant shall not give a gift of any kind to City employees or officials. Consultant also confirms that Consultant does not have a business interest oraclosefamilyrelationshipwith any City officeror employee whowas, is, or will be involved in selecting the Consultant, negotiating or administering this Agreement, or evaluatingthe Consultant’s performance of the Work. 12.City of Renton Business License: The Consultant shall obtain a City of Renton Business License prior to performing anyWorkand maintain thebusiness license in good standing throughout the term of this agreement with the City. Information regarding acquiring a city business license can be found at: http://www.rentonwa.gov/cms/One.aspx?portalId=7922741&pageId=9824882 Information regarding State business licensing requirements can be found at: http://dor.wa.gov/doing-business/register-my-business 13.Insurance: Consultant shall secure and maintain: A. Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate for the Term of this Agreement. B. In the event that Work delivered pursuant to this Agreement either directly or indirectly involve or require Professional Services, Professional Liability, Errors and Omissions coverage shall be provided with minimum limits of $1,000,000 per occurrence. "Professional Services", for the purpose of this section, shall mean any Work provided by a licensed professional or Work that requires a professional standard of care. C. Workers’ compensation coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured. PAGE 6 OF 10 D. Commercial Automobile Liability for owned, leased, hired ornon-owned, leased, hired or non-owned, with minimum limits of $1,000,000 per occurrence combined single limit, if there will be any use of Consultant’s vehicles on the City’s Premises by or on behalf of the City, beyond normal commutes. E. Consultant shall name the City as an Additional Insured on its commercial general liability policy on a non-contributory primary basis. The City’s insurance policies shall not be a source for payment of any Consultant liability, nor shall the maintenance of any insurance required by this Agreement be construed to limit the liability of Consultant to the coverage provided by such insurance or otherwise limit the City’s recourse to any remedy available at law or in equity. F. Subject to the City’s review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to the City before performing the Work. G. Consultant shall provide the City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice. 14.Delays: Consultant is not responsible for delays caused by factors beyond the Consultant’s reasonable control. When such delays beyond the Consultant’s reasonable control occur, the City agrees the Consultant is not responsible for damages, nor shall the Consultant be deemed to be in default of the Agreement. 15.Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. 16.Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears below (as modified in writing from time to timeby such party), and given personally,byregistered or certified mail, return receipt requested, by facsimile or by nationally recognized overnight courier service. Time period for notices shall be deemed to have commenced upon the date of receipt, EXCEPT facsimile delivery will be deemed to have commenced on the first business day following transmission. Email and telephone may be used for purposes of administering the Agreement, but should not be used to give any formal notice required by the Agreement. CITY OF RENTON Ellen Bradley-Mak, HRRM Administrator 1055 South Grady Way Renton, WA 98057 Phone: (425) 430-7657 Email: ebradley-mak@rentonwa.gov Fax: (425) 430-7665 CONSULTANT Lynelle Klein 2055 South Atlantic Avenue, Suite 504 Daytona Beach Shores, FL 32118 Phone: (425) 658-7025 Email: lynelle@cb-asso.com Fax: (888) 539-6531 PAGE 10 OF 10 17.Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, the Consultant agrees asfollows: A. Consultant, and Consultant’s agents, employees, representatives, and volunteers with regard to the Work performed or to be performed under this Agreement, shall not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of Work or any other benefits under thisAgreement, or procurement of materials or supplies. B. TheConsultantwilltakeaffirmativeactiontoinsurethatapplicantsareemployedand that employees are treated during employment without regard to their race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. C. If the Consultant fails to comply with any of this Agreement’s non-discrimination provisions, the City shall have the right, at its option, to cancel the Agreement in whole or in part. D. The Consultant is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws, worker's compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council Resolution Number 4085. 18.Miscellaneous: The parties hereby acknowledge: A. The City is not responsible to train or provide training for Consultant. B. Consultant will not be reimbursed for job related expenses except to the extent specifically agreed within the attached exhibits. C. Consultant shall furnish all tools and/or materials necessary to perform the Work except to the extent specifically agreed within the attached exhibits. PAGE 10 OF 10 D. In the event special training, licensing, or certification is required for Consultant to provide Work he/she will acquire or maintain such at his/her own expense and, if Consultant employs, sub-contracts,orotherwiseassigns the responsibility toperform the Work, said employee/sub-contractor/assignee will acquire and or maintain such training, licensing, or certification. E. This is a non-exclusive agreement and Consultant is free to provide his/her Work to other entities, so long as there is no interruption or interference with the provision of Work called for in this Agreement. F. Consultant is responsible for his/her own insurance, including, but not limited to health insurance. G. Consultant isresponsiblefor his/her own Worker’s Compensationcoverageaswell as that for any persons employed by the Consultant. 19.Other Provisions: A. Approval Authority. Each individual executing this Agreement on behalf of the City and Consultant represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the City or Consultant. B. General Administration andManagement. The City’s projectmanageris EllenBradley- Mak, Administrator, Human Resources and Risk Management (HRRM) Department. In providing Work, Consultant shall coordinate with the City’s contract manager or his/her designee. C. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. D. Conflicts. In the event of any inconsistencies between Consultant proposals and this Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to this Agreement are incorporated by reference only to the extent of the purpose for which they are referenced within this Agreement. To the extent a Consultant prepared exhibit conflicts with the terms in the body of this Agreement or contains terms that are extraneous to the purpose for which it is referenced, the terms in the body of this Agreement shall prevail and the extraneous terms shall not be incorporatedherein. E. Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Renton. Consultant and all of the Consultant’s employees shall perform the Work in PAGE 10 OF 10 accordance with all applicable federal, state, county and city laws, codes and ordinances. F. Joint DraftingEffort. This Agreement shall be considered for all purposes as prepared by the joint efforts of the Parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, KingCounty,Washington, oritsreplacementorsuccessor. Consultant hereby expressly consents to the personal and exclusive jurisdiction and venue of such court even if Consultant is aforeign corporation not registered with the State of Washington. H. Severability. A court of competent jurisdiction’s determination that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of this Agreement, which shall remain in full force and effect. I. Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded. J. Time is of the Essence. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Work is essential to the Consultant’s performance of this Agreement. K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be construed to give any rights or benefits in the Agreement to anyone other than the Parties, and all dutiesand responsibilities undertakenpursuanttothis Agreementwill be for the sole and exclusive benefit of the Parties and no one else. L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement, and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of the Agreement. M. Waivers. All waivers shallbe in writing and signed by the waiving party. Either party’s failure to enforce any provision of this Agreement shall not be a waiver and shall not prevent either the City or Consultant from enforcing that provision or any other (approved via email from Leslie Clark) QUOTE TO ASSIST THE CITY OF RENTON, WA IN THE RECRUITMENT OF CHIEF ADMINISTRATIVE OFFICER Volume I Colin Baenziger & Associates Contact Person and Project Manager: Lynelle Klein, VP for Operations (425) 658-7025 Colin Baenziger & Associates 23016 NE 51st Street Redmond, WA 98053 e-mail: Lynelle@cb-asso.com Fax: (888) 539-6531 …Serving Our Clients with a Personal Touch… ATTACHMENT "A" QUOTE TO PROVIDE EXECUTIVE SEARCH FIRM SERVICES TABLE OF CONTENTS SECTION PAGE LETTER OF INTEREST I. SUMMARY OF SERVICES 3 II. FEE AND WARRANTY 5 DAYTONA BEACH SHORES,FL REDMOND,WA July 13, 2020 The Honorable Ellen Bradley-Mak, Human Resources and Risk Management Administrator EBradley-Mak@Rentonwa.gov Renton City Hall 1055 S. Grady Way Renton, WA 98057 Dear Ms. Bradley-Mak: Colin Baenziger & Associates (CB&A) appreciates the opportunity to submit a quote to assist in screening candidates for your next Chief Administrative Officer. While selecting key personnel is never easy, CB&A has developed a problem-free process that has been tested nationwide and found to be extremely effective. While CB&A is a municipal recruiting firm which has conducted assignments across the country, we have focused our efforts in Florida, Virginia and Washington. We pride ourselves on providing not just high-quality results, but, equally important, providing a great deal of personal attention to each of our local government clients. To conduct a proper recruitment, we feel the project manager must do more than just drop by occasionally. He/she must get to know the appropriate government officials and the community firsthand. That effort takes time, but it is the only way to ensure the candidates we recommend are well qualified and a good fit for your community. As a result, we only take a few clients at a time and focus on getting the job done properly. Further, we routinely complete our work in sixty to ninetydays. This timeframe includes preparation of recruitment and advertising materials, candidate outreach, candidate screening, finalist interviewing, and Administrator selection. We also offer one of the best warranties in the industry. Not only do we offer unparalleled service at a reasonable price, we focus on finding just the right people for your organization. We say people, and not person, because our goal is to bring you finalists who are so good that you will have a difficult time choosing among them. The proof is in the fact that five of our local government clients have passed resolutions thanking us for our outstanding efforts in finding their key staff. We do not know how often you have passed a resolution thanking a consulting firm for its efforts, but we have rarely seen it happen. Our goal, in fact, would be for you to be our next client to pass such a resolution. DAYTONA BEACH SHORES,FL REDMOND,WA Some of our current searches include City / Town Managers for Bay Harbor Island, FL, Brighton, CO, Hilton Head, SC, Port Richey, FL, and Winchester, VA, and a City Clerk for Panama City Beach, FL. Those authorized to bind the company are myself, Colin Baenziger, and Lynelle Klein, Vice President for Operations. We look forward to formally presenting our credentials and working with you in the near future. If you have any questions, please feel free to contact me at (561) 707-3537. Sincerely, Colin Baenziger Principal / Owner … Serving Our Clients with a Personal Touch I. Summary of Services - 3 - The following outlines the process Colin Baenziger & Associates will undertake. As noted, it is a strategy we have developed over the past 22 years and is error free. Phase I: Needs Assessment / Information Gathering Meet with key officials to: Develop a description of the ideal candidate, Learn the issues the next Chief Administrative Officer will face, Gather materials for our information and to send to potential candidates, Understand what compensation package the City is prepared to offer, and Develop and finalize a project schedule. Develop materials we can utilize to recruit candidates. Phase II: Candidate Recruitment Actively search for, identify, and recruit outstanding candidates whom we feel are best suited for the position. Distribute the recruiting materials to appropriate publications and websites, including our own. Consult our database of strong candidates, contact them and encourage them to apply. E-mail the advertisement to our database of local government professionals. Evaluate resumes that result from our recruiting efforts and from our advertisements. Phase III: Candidate Review and Selection of Finalists Resumes will be screened and we will narrow the list to the approximately six to twelve semi-finalists who we believe are most qualified. We will conduct thorough reference and background investigations on the selected semi- finalists. It should be noted that, when we conduct our investigations, we do not simply accept the references the candidates suggest. We tell the candidates whom we want to speak with. These might include elected officials, the city/county attorney, the external auditor, representatives of the local press, community leaders, peers, and subordinate employees. Our goal is to get comments from six to ten references. We also conduct criminal, civil, driver license, media, and credit checks, and we verify employment history and education. We believe these should be done early in the process to avoid embarrassment after a selection has been made. I. Summary of Services (continued) - 4 - We will recommend six to ten top candidates to the City and review these candidates with the City. Along with our recommendation, we will provide the results of our background work electronically. The City will then select four to six candidates to interview as finalists. Phase IV: Interviews and Selection We will coordinate the interview process and attend the actual interviews. These typically include a social setting, one-on-one interviews, and in a council meeting setting. Some aspects of this process may need to be modified depending on medical recommendations at the time. Once the interviews are completed, we will provide any additional information the City may wish and assist in any way the City desires in making the final determination. Phase V: Contract Negotiation If requested, we will provide assistance in the negotiation of a contract with the selected candidate. Our work will be completed within 90 days of the execution of notice to proceed unless the City requests the period be extended. II. Fee and Warranty - 5 - Fee CB&A offers a firm, fixed price of $26,500, which includes all expenses, except the costs associated with bringing the finalists to interview with the City (travel, meals, hotel etc.). Bills (including travel costs) will be rendered as the search progresses and due at the end of each Phase as indicated below: Requested Services Phase I:Needs Analysis / Information Gathering $ 3,000 Phase II:Recruiting 11,000 Phase III:Screening 10,000 Phase IV:Interview Process Coordination and Selection 1,500 Phase V:Negotiation and Continuing Assistance 1,000 Firm, Fixed Fee Total*$26,500 If the City asks us to perform work that is clearly beyond the scope of this proposal, it will be billed at a rate of $150 per hour. No such work will be performed without your written authorization. Please note, as previously stated, that we have neither billed nor requested additional funds beyond our originally quoted fee even when we have been entitled to it. Warranty Colin Baenziger & Associates offers one of the best warranties in the industry. We can offer it because we have confidence in our work. Provided the City instructs us with conducting a full search (Phases I-V) and assuming it selects from among the candidates we recommend, we warrant the following: 1) We will not approach the selected candidate for any other position as long as the individual is employed by the City. 2) If the selected individual leaves for any reason other than an Act of God (such as total incapacitation or death) within the first year, CB&A will repeat the search for the reimbursement of our expenses only. 3) If you are not satisfied with the candidates we present, CB&A will repeat the search until you are satisfied. 4) Our price is guaranteed and will not be exceeded for any reason, even if conditions change after the contract is executed.