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HomeMy WebLinkAboutRes 13-12 WA Charter School Executive Search with Carney, Sandoe, and Associates WESTLAKE ACADEMY SOLUTION 13-12 A RESOLUTION OF THE WESTLAKE ACADEMY BOARD OF TRUSTEES APPROVING A CONSULTING AGREEMENT FOR EXECUTIVE SEARCH FIRM SERVICES. WHEREAS, the Westlake Academy Board of Trustees previously passed Resolution 09- 23 approving a report prepared by Staff with recommendations for the organizational structure of Westlake Academy; and WHEREAS, said report approved by the Board recommended an organizational structure for the school's executive leadership comprised of the Superintendent and School Principals; and, WHEREAS, said organizational structure approved by the Board in 2009 has served Westlake Academy well as it has grown and attained recognition for a variety of achievements; and, WHEREAS, due to the Academy's steady growth in enrollment, programs, its various successes since 2009, as well as its future strategic plans , Staff has re-examined the Academy's senior leadership structure and is recommending to the Board that restructuring of the school's senior executive leadership is in the best interests of Westlake Academy to ensure its future success; and, WHEREAS, said restructuring necessitates the identification of qualified candidates for a position to oversee Academy operations reporting to the Superintendent tentatively titled Director of Education/Executive Principal and the Board of Trustees wishes to utilize the services of a qualified education executive search firm to identify qualified candidates for this position; and, WHEREAS, the Board of Trustees fords that the passage of this Resolution is in the best interest of the citizens of Westlake as well as the students, their parents, and faculty of Westlake Academy. NOW, THEREFORE, DE IT RESOLVED BY THE BOARD OF TRUSTEES OF WESTLAKE ACADEMY: SECTION 1: That, all matters stated in the recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: That, the Board of Trustees Westlake Academy hereby approves the consulting services agreement with Carney, Sandoe, & Associates attached to this resolution as Exhibit "A" for executive search services and authorizes the Superintendent to execute said agreement on behalf of Westlake Academy, Resolution WA 13-12 Page 1 of 2 SECTION 3: If any portion of this resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Board hereby determines that it would have adopted this Resolution without the invalid provision. SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 16th DAY OF SEPTEMBER, 2013. Laurd Wheat, President ATTEST: Kelly'Edward`, oard Secretary Thomas E. Brymer, Supe ' ten dent "u APPROV TO R1I: 6n L( ool torney Resolution WA 13-12 Page 2 of 2 CONSULTING AGREEMENT Charter School Executive Search THIS AGREEMENT is made on September 9, 2013, by and between Westlake Academy ("The School") of Westlake, TX, and CARNEY, SANDOE & ASSOCIATES, Inc. ("CS&A") of Boston, MA (both The School and CS&A sometimes hereinafter referred to collectively as"the parties"). RECITALS The School desires to secure the services of CS&A to assist its Board of Trustees/Directors in locating and retaining a Principal ("Principal") for the school year commencing in July 1, 2014, subject to the terms and conditions set forth below. AGREEMENT In consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereby agree as follows: 1. Engagement. The School hereby retains the services of CS&A and CS&A hereby accepts engagement by the School for such services,for the purposes and upon the terms and conditions set forth herein. 2. Hiring Authority. Tom Biymer, Superintendent, warrant that he is authorized by The School to execute this Agreement on its behalf,and bind it to the terms and conditions herein. 3. Term. The Tenn of this Agreement shall commence as of the date of this Agreement and shall continue for a one year period("the Tenn"),unless terminated sooner in accordance with this Agreement or unless extended by the mutual written agreement of The School and CS&A, except for the exclusive candidate referral provision(which extends as provided in paragraph 11). 4. CS&A's Duties. CS&A shall assist the School in identifying and hiring a Principal by rendering advice and counsel and providing the following services: (i) be available, as requested, to visit the school and survey mutually agreed upon constituents; (ii) develop candidates through its national associations and networks; (iii) discuss the candidate pool with the school; (iv) provide contact and background information about possible candidates to refer; (v) assist the search committee in its interviewing of referred semifinalists candidates; (vi) advise the search committee in conducting its due diligence of reference checking of finalists candidates; (vii) help the committee to plan and structure the finalist interview sessions; (viii) assist the school in its negotiations with the finalist candidates(ix)provide assistance in such other ways as may be mutually agreed upon in writing. CS&A shall work with and be responsible to the Chair of the Search Committee of The School or to such individual who is otherwise designated in writing by The School in writing to be the contact person for CS&A in conjunction with this Agreement. 5. The School's Duties. The School understands and agrees that the School is ultimately responsible for the choice of the Principal, the terns of the employment of the Principal and all matters arising out of such employment. In this regard, it is the School's responsibility to: (i) assess and evaluate all candidate references provided to it by CS&A; (ii) complete thorough references, prior to the conclusion of the search, in addition to those provided by CS&A; (iii) conduct background checks and/or credential verification of all finalist candidates prior to the 7 7777"7 ,iW �R�stiEY�tion�WA13-3 2. conclusion of the search; and (iv) cooperate with CS&A in conducting the search. Upon the School's request, CS&A will make available to the School a list of third party vendors which conduct background checks and written verification of, for example, academic record, highest degree earned, driving record, credit record and criminal record. 6. Confidentiality. (a) It is understood that the information provided on candidates is for the exclusive use of the School and shall not be disclosed to anyone without the prior written consent of CS&A in each instance. (b) CS&A may, in the course of performing services for The School, obtain confidential information concerning The School. CS&A and its employees,representatives,and agents shall not use such confidential information for any purpose except for the purpose of locating and recruiting a Principal. 7. Compensation. The CS&A fee is for the professional services outlined in this Agreement and such services are rendered on a retained search basis. The School shall pay CS&A for its services as follows: (a)Fee and Expenses: Fixed fee of$30,000.00,plus all reasonable expenses as described in Section 8 below. (b) Payment Schedule: (1) 50% of the fee($15,000) shall be paid on the date of this Agreement. (lI) 25% of the fee($7,500.00) shall be paid 60 days after the date of this Agreement. (iii) 25% of the fee ($7,500.00) shall be paid 30 days after the date of the appointment of the Principal, or 360 days following the date of this Agreement, whichever occurs first. (c) The provisions of this Section 7 shall survive any termination of this Agreement unless CS&A is then in material default of any provision of this Agreement. 8. Expenses. CS&A is authorized to incur reasonable expenses during the term of this Agreement in providing its services hereunder,including, without limitation, expenses for travel,housing,meals, entertainment, advertising, reproduction costs, direct mail, telephone, and postage. The School shall reimburse CS&A for such direct expenses within 30 days of the receipt of each request for reimbursement submitted by CS&A. Each expense incurred by CS&A in excess of$500.00 or in the case of travel shall have received the prior approval of the Search Committee Chair or his or her designee. The provisions of this Section 8 shall survive any termination of this Agreement. 9. Internal Candidates. The School agrees to submit information to CS&A on all candidates to be considered for the search assigned to CS&A regardless of the source - including any candidate who is already employed by the School - for disposition in accordance with the exclusive nature of this agreement. In the event any of said candidates are hired,CS&A shall be deemed the source of the referral and the full fee will be due and payable. 10. Interim or Acting Principal. In the situation where an interim or acting Principal is subsequently hired as Permanent Principal, CS&A shall be deemed the source of such candidate in accordance with the exclusive nature of this Agreement and the full fee shall be due and payable. 11. Exclusive Candidate Referral. It is specifically understood that candidates referred by CS&A to The School within the context of this Agreement are specifically and exclusively candidates for the Principal position. In the event The School elects to hire any such candidate for a position other than the Principal position, for each such candidate hired by The School and presented by CS&A during the Term of this Agreement and for a period of one year thereafter, The School shall pay a placement fee of$10,000 to CS&A, due and payable within 30 days of such election to hire. 12. Termination. The School may terminate this Agreement upon 15 days written notice to CS&A and payment of all fees and expenses incurred by CS&A through the date of receipt by CS&A of such written notice. CS&A may also terminate this Agreement upon 15 days written notice to The School. Resolution WA 13-12 13. Severability. If any provision of this Agreement is or shall become illegal or unenforceable in whole or in part for any reason whatsoever,the remaining provisions shall remain valid and binding. 14. No Warranty. The School acknowledges and agrees that CS&A's presentation of a candidate for review does not constitute a recommendation to hire and/or a warranty of any nature. 15. No Warranty/Replacement Search. The School acknowledges and agrees that CS&A's presentation of a candidate for review does not constitute a warranty of any nature. Notwithstanding the foregoing, if a candidate presented by CS&A is hired as Principal by the School and is terminated by the School within six months of his/her commencement of employment for lack of performance as measured against pre-existing, written performance objectives mutually-established and agreed to by the School and the Principal at the start of employment, CS&A agrees to conduct a search for a replacement for a period not to exceed 12 months. For such a replacement search, CS&A will bill the School a flat fee of$2,500 and will also bill for expenses as set forth in paragraph 8 above,provided that CS&A's fees and expenses for the original search as agreed herein have been fully paid as provided herein. This replacement search does not apply where appointees leave for reasons other than job performance, including, without limitation, the following: a material change in responsibilities; Board restructuring, realignment, or change of direction; a material change in the financial condition of the School; personal or family illness, tragedy, death, or separation/divorce; and/or any acts of God or war. Further, such a replacement search will not apply if the School fails to follow the guidelines of the CS&A Search process and/or introduces additional elements to the Search without the agreement in writing by the Search consultant. 16. Notices. All notices to the parties shall be in writing and shall be sent by certified mail or a recognized overnight delivery service to the following addresses: If to CS&A: 44 Bromfield St. Boston,MA 02108 If to School: Tom Brymer Town of Westlake 3 Village Circle,Suite#202 Westlake,TX 17. Default. In the event of default by CS&A hereunder,The School's damages shall be limited to its actual damages but in no event in excess of the amounts paid to CS&A under this Agreement. In the event of a default by The School, CS&A's damages shall be CS&A's fee, and all obligations and expenses incurred by CS&A hereunder through the date of The School's receipt of CS&A's notice of default, but in no event in excess of the full fee specified in paragraph 7(a) above and all expenses and obligations incurred by CS&A pursuant to paragraph 8 above. 18. Independent Contractor. CS&A is providing its services hereunder as an independent contractor. 19. Waiver. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach or violation thereof. 20. Entire Agreement. This writing represents the entire agreement and understanding of the parties with respect to the subject matter hereof, and may not be altered or amended except by a written agreement signed by the parties. 21. Resolution of Disputes. Any controversy or claim arising out of or related to this contract, or the beach thereof, shall be settled by arbitration before one arbitrator and administered by the American Arbitration Association under its Commercial Arbitration Rules. Resolution WA 13-12 IN WITNESS WHEREOF, the parties, by their duly authorized agents, have executed this Agreement as a sealed instrument as of the date first above written. WESTLAKE ACADEMY BY: Tom Brymer, date Superintendents CARNEY, SAND OE&ASS�OCIATES,INC. y Agnes C.Underwood date Vice President Please provide the appropriate billing address where invoices and billing information should be sent: Name Address Resolution WA 13-12