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HomeMy WebLinkAboutDILAN Consulting Group 08.18.2025Town of Los Altos Hills Short form Updated 4/26/22 Page 1 of 5 AGREEMENT THIS AGREEMENT is made and entered into on the 18th day of August, 2025 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and DILAN Consulting Group (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. CONTRACTOR. Shall provide or furnish the following specified services and/or materials: Conduct the annual performance evaluation of the Town’s City Manager, Mr. Peter Pirnejad in a manner consistent with CONTRACTOR’s proposal dated 8/15/25 and attached hereto as an Exhibit. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated 8/15/2025 3. TERMS. The services and/or materials furnished under this Agreement shall commence August 1, 2025 and shall be completed by December 31, 2025, unless terminated pursuant to Section 5(f). 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed thirty thousand dollars and zero cents ($30,000.00) within thirty (30) days following receipt of invoice and completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of this Agreement inclusive of the Payment Terms section of the attached Exhibit and with regards to the final payment only upon satisfactory delivery/completion of goods/services in a manner consistent with professional/industry standards for the area in which CONTRACTOR operates. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount. b. Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver any services/goods except for the third-party survey. Town shall not be responsible for any interest or late charges on any payments from Town to CONTRACTOR. c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. Town of Los Altos Hills Short form Updated 4/26/22 Page 2 of 5 5. GENERAL TERMS AND CONDITIONS. a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. With regard to CONTRACTOR’S work product, CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of any nature to the extent caused by the negligent performance of CONTRACTOR under this Agreement. b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance before commencing any services under this Agreement as follows: i. WORKERS COMPENSATION INSURANCE: Minimum statutory limits. ii. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: General Liability and Property Damage Combined. $1,000,000.00 per occurrence including comprehensive form, personal injury, broad form personal damage, contractual and premises/operation, all on an occurrence basis. If an aggregate limit exists, it shall apply separately or be no less than two (2) times the occurrence limit. iii. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence. iv. NOTICE OF CANCELLATION: The City requires 30 days written notice of cancellation. Additionally, the notice statement on the certificate should not include the wording "endeavor to" or "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives.” v. CERTIFICATE OF INSURANCE: Prior to commencement of services, evidence of insurance coverage must be shown by a properly executed certificate of insurance and it shall name "The Town of Los Altos Hills, its elective and appointed officers, employees, and volunteers" as additional insureds. vi. To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to: Town of Los Altos Hills Short form Updated 4/26/22 Page 3 of 5 Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 c. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion or sex of such person. d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer-employee relationship between the TOWN and CONTRACTOR. At all times CONTRACTOR shall be an independent contractor and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of TOWN. e. CHANGES. This Agreement shall not be assigned or transferred without advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. f. TERMINATION. This Agreement may be terminated by either party upon seven (7) days written notice. Monies owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. g. CONFIDENTIALITY AND DATA DISCLOSURE. TOWN and CONTRACTOR agree that the Confidentiality and Data Disclosure as set forth in the attached Exhibit shall apply to this agreement. h. CONTRACT ADMINISTRATION. The TOWN hereby designates the Ad Hoc Council Committee for the annual performance evaluation of the Town’s City Manager as Contract Administrator for this agreement. The CONTRACTOR shall only take direction regarding the services provided under this Agreement from the Contract Administrator or designee. Furthermore, CONTRACTOR agrees that the Contract Administrator or designee shall be included in any meeting, teleconference or written communication between any Town representative including Committee members and the CONTRACTOR. Notwithstanding the foregoing provision, the Contract Administrator shall not be included in discovery interviews between any Town representative and the CONTRACTOR. The TOWN may modify the Contract Administrator at any time upon providing written notice to the CONTRACTOR. i. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits. Town of Los Altos Hills Short form Updated 4/26/22 Page 4 of 5 6.INVOICING. Send all invoices via email only to the Contract Administrator and the Town’s City Attorney at the following email addresses: Contract Administrator: rajivb@losaltoshills.ca.gov; gtyson@losaltoshills.ca.gov City Attorney: steve.mattas@redwoodpubliclaw.com This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement the day and year first written above. CONTRACTOR: By: Signature Date Print name, Title TOWN OF LOS ALTOS HILLS: By: Peter Pirnejad, City Manager Date 8/19/25 Eugene Dilan, CEO Peter Pirnejad (Aug 20, 2025 09:58:30 PDT) Peter Pirnejad 20/08/25 Proposal (Process & Scope) to Conduct the Annual Performance Evaluation for the Los Altos Hills’ City Manager August 15, 2025 CONFIDENTIAL 4 44 Sexto n R o a d • Sebastopol, Ca lifornia 95472-8906 • 415.937.0621 • office@ dila ncon su lt ing. com 444 Sexton Road Ÿ Sebastopol, CA 95472 415.937.0621 Ÿ Office@dilanconsulting.com 1 Introduction Nestled in the foothills of Santa Clara County, the Town of Los Altos Hills is known for its rich history, scenic open spaces, and commitment to preserving its rural character. Once home to the Ohlone people and later the site of historic ranchos and flourishing vineyards, the community has maintained much of its pastoral charm since incorporating in 1956. Guided by the principles established in its original “Green Sheets,” the Town continues to balance modern living with the preservation of its unique natural and historical heritage. In this tradition of thoughtful stewardship, an Ad HPC Committee, composed of Council Member George Tyson and Vice Mayor Rajiv Bhateja has engaged DILAN Consulting Group on behalf of the Town Council to conduct the annual performance evaluation of the Town’s City Manager, Mr. Peter Pirnejad. Mr. Pirnejad has served in this role since October 2021, overseeing municipal operations and guiding the Town in alignment with its values and long- term vision. This evaluation will provide a comprehensive and confidential assessment of the City Manager’s performance, drawing on multiple data sources, including stakeholder interviews, survey responses, relevant operational metrics, and analysis of existing reliable datasets. The outcome of this engagement will include a written report summarizing aggregated findings, thematic trends, and relevant performance metrics, followed by two debrief sessions to review results and answer clarifying questions. All data collection and reporting will be conducted in accordance with the ethical and legal obligations of a licensed psychologist, ensuring that participant confidentiality is protected and that no raw or identifying data will be disclosed. This approach is designed to provide the Town Council with clear, actionable insights to support informed decision-making while safeguarding the trust and candor essential to an effective evaluation. Process Prior to initiating data collection, Consultant shall meet with the Ad Hoc Committee to identify and agree upon the specific performance indices to be included in the City Manager’s evaluation and to determine the most appropriate methodology for assessing each index. Final approval of performance indices and methodologies will be made jointly by the Consultant and the Ad HOC Committee on behalf of the Town Council prior to data collection. Indices for which reliable existing datasets are available—such as crime rates, employee retention, and revenue trends—will be evaluated through the analysis of those datasets to identify relevant patterns and trends. Indices that cannot be accurately assessed through 444 Sexton Road Ÿ Sebastopol, CA 95472 415.937.0621 Ÿ Office@dilanconsulting.com 2 existing data will be evaluated using qualitative and/or survey-based methods as described below. The evaluation process will involve the collection of both qualitative and quantitative data through a combination of discovery interviews conducted via Zoom and a digital survey administered through a third-party platform, as follows: • Discovery Interviews (and, where appropriate, digital surveys) will be conducted with: o Five (5) Council Members o Five (5) Planning Commissioners o Four (4) direct reports to the City Manager plus one (1) City Clerk o One (1) City Manager • Digital Surveys will be distributed to: o Twenty-one (21) indirect reports to the City Manager o Ten (10) committee chairs Timely participation by identified stakeholders is essential to maintaining the agreed project schedule. Delays in availability for interviews or survey completion may impact the delivery date. Following the completion of data collection, Consultant will compile and analyze the results— integrating both the existing data sets and the new data from interviews and surveys—into a written report summarizing aggregated findings, thematic trends, and relevant performance metrics. The Consultant will present this report to the Town Council in a closed-session meeting. In addition, Consultant will facilitate a joint meeting between the Town Council and the City Manager to review the results, discuss key insights, and identify potential areas for development or action. Scope of Performance Indices and Methodology Consultant shall collaborate with the Ad Hoc Committee to determine the specific performance indices to be included in the City Manager evaluation. For each index, Consultant shall identify the most appropriate assessment methodology. Indices for which reliable, existing datasets are available—such as crime rates, employee retention, and revenue trends—shall be evaluated through data analysis to identify patterns and trends. Indices not readily measurable through existing data shall be assessed using qualitative methods, including but not limited to discovery interviews and/or survey methodologies, as determined by Consultant in consultation with the Ad Hoc Committee. 444 Sexton Road Ÿ Sebastopol, CA 95472 415.937.0621 Ÿ Office@dilanconsulting.com 3 Confidentiality and Data Disclosure Consultant is a licensed psychologist and, as such, is bound by applicable federal and state laws, including but not limited to the California Evidence Code, HIPAA (where applicable), and the American Psychological Association’s Ethical Principles of Psychologists and Code of Conduct, to maintain the confidentiality of all data collected during the course of this engagement. Definitions: • “Raw Data” shall mean all unprocessed or minimally processed information collected during the engagement, including but not limited to verbatim interview notes or recordings, survey response text, original survey data files, respondent identifiers, and any materials that could reasonably lead to the identification of individual participants. • “Aggregated Findings” shall mean information derived from the analysis of Raw Data that has been compiled, summarized, and presented in a manner that precludes the identification of any individual participant, including high-level statistical summaries, thematic patterns, and de-identified illustrative examples. Interviews: All interview responses are confidential and will be presented only as Aggregated Findings. Raw Data from interviews will not be disclosed to any party, including the City Council, except as required by law or court order. Surveys: While survey responses will be de-identified to protect participant anonymity, the City Council may request access to de-identified survey Raw Data, including both quantitative (e.g., Likert- scale responses) and qualitative (open-ended) answers. As part of the survey administration process, all respondents will be informed—both at the beginning and end of the survey—that their de-identified responses may be shared with the City Council upon request. Respondents will be encouraged to answer with this knowledge so they can make an informed choice about their level of disclosure. All Raw Data will be retained securely for a period of six (6) months following delivery of the final report, after which it will be permanently destroyed unless otherwise required by law. Note: The Vice Mayor has recommended QualtricsXM as a best-in-class platform for conducting surveys and ensuring participant confidentiality. He has agreed to assist DILAN Consulting Group with the initial survey setup within the platform; however, he will have no access to the platform or survey data after the setup phase is complete. 444 Sexton Road Ÿ Sebastopol, CA 95472 415.937.0621 Ÿ Office@dilanconsulting.com 4 Limitations The findings and recommendations provided by Consultant will be based solely on the data collected through the agreed-upon methodologies and within the defined scope and time frame of this engagement. As such, the evaluation may not capture every possible factor or perspective relevant to the City Manager’s performance. Consultant makes no representation that the findings are exhaustive or predictive of future performance. The results should be interpreted in the context of the specific indices assessed, the data sources utilized, and the inherent limitations of qualitative and quantitative methodologies. Investment The scope of work described herein is estimated to require approximately eight to nine (8–9) days of professional services. DILAN Consulting Group is extending to the Town our non-profit rate of Three Thousand Dollars ($3,000 USD) per day, plus the cost of using a third-party survey platform and administrative support. Based on the anticipated scope, the total cost for this engagement is Twenty-Three Thousand Dollars ($23,000 USD), which reflects a slight discount from our standard non-profit rate should the project extend to a ninth day. Payment Terms: • Fifty percent (50%) of the total fee is due upon execution of this agreement, payable upon receipt of invoice. • The remaining fifty percent (50%) is due upon completion of the project and delivery of the final report, payable upon receipt of invoice. Note: Any request to modify the agreed-upon scope of work that impacts the project timeline beyond 9 days will be subject to additional fees at the agreed daily rate of Three Thousand Dollars ($3,000 USD) per day. Proposal Validity: This proposal, including the rates and terms outlined herein, is valid for fifteen (15) days from the date of issuance. Once accepted, the agreed rates will remain fixed for the duration of the project as outlined in this proposal. After this period, the scope, timeline, and pricing are subject to review and may be revised. Dilan Consulting Services - CM Eval 2025 (Clean) v2(20216795.1) Final Audit Report 2025-08-20 Created:2025-08-19 By:Cody Einfalt (ceinfalt@losaltoshills.ca.gov) Status:Signed Transaction ID:CBJCHBCAABAAj_kzBuIwJK-kYtuA3pJacFChEMvR919w "Dilan Consulting Services - CM Eval 2025 (Clean) v2(20216795 .1)" History Document created by Cody Einfalt (ceinfalt@losaltoshills.ca.gov) 2025-08-19 - 4:38:18 PM GMT Document emailed to Peter Pirnejad (ppirnejad@losaltoshills.ca.gov) for signature 2025-08-19 - 4:38:23 PM GMT Email viewed by Peter Pirnejad (ppirnejad@losaltoshills.ca.gov) 2025-08-19 - 4:38:28 PM GMT Document e-signed by Peter Pirnejad (ppirnejad@losaltoshills.ca.gov) Signature Date: 2025-08-20 - 4:58:30 PM GMT - Time Source: server Agreement completed. 2025-08-20 - 4:58:30 PM GMT