"A Gentleman's Agreement"?: the new president search consulting contract

Tags

Aaron Podolefsky, contract, Hutchinson Consulting LLC, Ken Hutchinson, missouri, Richard Phillips, search, University of Central Missouri

This is the thirtieth post in an ongoing series as we file Missouri Sunshine Law (RSMo 610) requests and investigate the non-renewal of the contract of University of Central Missouri President Aaron Podolefsky. Links to previous coverage are below the fold. BG and MB

We had previously asked for a copy of the contract approved by the Board of Governors during their October 29, 2009 meeting. Yesterday afternoon, we received it:

[….]

date: Tue, Nov 17, 2009 at 1:11 PM

subject: Fwd: Re: Request for information – RSMo 610

[….]

On 11/9/09, I advised you that once all signatures were obtained on the contract with Ken Hutchinson of Hutchinson Consulting, LLC and the contract complete, a copy would be provided to you. Attached is a copy of the contract.

[….]

Custodian of Records

The contract:

[….]

October 29, 2009

Mr. Richard Phillips

Chair, Board of Governors

University of Central Missouri

[….]

Re: Management Consulting Agreement

Dear Richard,

This will confirm that Hutchinson Consulting LLC (also referred to herein as “Consultant”) offers to represent University of Central Missouri (hereafter referred to as “UCM”) in a consulting engagement to identify and present competent persons as viable candidates for the position of President of University of Central Missouri. This aspect of the consulting engagement will be supported by baker and Associates of Atlanta, Georgia, a nationally recognized executive search firm and specifically Jerry H. Baker. All fees, costs and expenses associated with Baker and Associates and Jerry H. Baker shall be the sole responsibility of Consultant. Search advertisements will include baker and Associates and Hutchinson Consulting LLC. Hutchinson Consulting LLC will also serve as the general human resources consultant on matters related to the search, including the assessment of desired leadership qualities for the next president, and consulting assistance in developing the next president’s compensation program. Hutchinson Consulting LLC shall endeavor to accomplish those items on the attached Schedule A on or about the dates specified on Schedule A, with the understanding that UCM and Hutchinson Consulting may from time to time mutually agree to an adjustment both of items to be accomplished and dates.

Hutchinson Consulting shall also assist with the preparation of performance criteria and performance indicators for communication and evaluation purposes for the new president.

The professional fee for the engagement shall be Eighty Thousand Dollars ($80,000.00). It will be invoiced to you in three equal installments of Twenty-Six Thousand Six Hundred Sixty-Six Dollars and seventy-Seven Cents ($26,666.67). The initial retainer invoice will be submitted not later than five days after signing this agreement. The second invoice in the same amount of the first invoice will be submitted to you sixty-five days after signing this agreement. The last invoice in the same of the first invoice will be submitted to you immediately following UCM’s signing of an Employment Agreement with the new President. Consultant shall assist in the preparation and negotiation of any such Employment Agreement. Consultant is acting as an independent contractor and is not an employee of UCM. Accordingly, UCM shall not exercise control over the method by which Consultant shall perform such work as may be requested by UCM. Both parties acknowledge that Consultant is not an employee for state or federal tax purposes and therefore not subject to tax withholding and any and all associated taxes are the sole responsibility of Consultant.

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In addition to the professional fee, Hutchinson Consulting will bill direct expenses of the assignment on an out-of-pocket basis. These expenses include materials and services, report preparation, reproduction and delivery services, as well as travel (coach airfare only) and interviewing expenses. We make every effort to hold reimbursable expenses to a minimum, and will ask your approval prior to incurring major costs and prior to incurring an individual direct expense in excess of one thousand dollars ($1,000.00) and cumulative direct expenses in excess of fifteen thousand ($15,000.00).

We are committed to the goal of equal employment opportunity as established by various federal and state laws and regulations and as stated in UCM’s Equal Employment Opportunity Program. As such, we will not discriminate against any individual for employment because of the protected categories in said Equal Employment Opportunity Program.

Because many candidates will expect their candidacy to remain confidential, we ask UCM to refrain from any unauthorized, indiscriminate reference inquiries about candidates. When appropriate, we will inform candidates that an offer may be contingent upon successful completion of reference checks or any other conditions of employment required by UCM. At that time, references will be checked.

At the direction of the Board of Governors, Hutchinson Consulting or Baker and Associates will conduct reference checks on the final candidates, an analysis that will include both telephone reference checks and requesting and receiving written letters of reference.

As you direct, we will provide you and the committee with a status report of all the individuals involved in your search.

We will not initiate contact or otherwise recruit the candidate chosen for President of UCM for a minimum of five years, unless permission is given by the President of the Board of Governors. UCM may terminate this management Consulting Agreement at any time for any reason or for no reason and any and all incurred payments, costs and expenses shall be paid to Consultant up to the date of termination.

If you have any questions regarding our procedures or the terms and conditions outlined in this confirmation letter, please call me. If you are in agreement with these arrangements as stated, please sign both copies of the Consulting Agreement where indicated. Retain the “Client Copy” for your records and forward the “Consultant Copy” to my office.

I look forward to and am delighted to establish this relationship with UCM.

Sincerely,

s/

R. Kenneth Hutchinson

President, Hutchinson Consulting LLC

RKH/clc

Enclosures

[page]

SCHEDULE A

Hutchinson Consulting LLC

And

University of Central Missouri

2010 Presidential Search Timeline

(Timeline can be compressed if desired by the Board of Governors)

November 2009-December 2009

Appoint search consultant

After interviewing members of the Board of Governors (members of the Board of Governors are also referred to herein as the Search Committee or Presidential Search Committee), draft statement of desired leadership qualities for Board approval and possible circulation to UCM constituencies.

Draft and place advertising that incorporates desired leadership credentials.

Approve composition of Search Advisory Committee to the Board of Governors. Optional)

January 2010

Advertising appears for two consecutive weeks.

Search announcement letter is mailed to Governor, State Senator, State Representatives and key friends of UCM.

Search brochure and candidate nomination forms are printed and distributed. (Optional and may be accomplished with UCM facilities)

Search web site is assembled and made public. (Optional and may be accomplished with UCM facilities)

Nominations for members of the Search Advisory Committee are submitted to the Serach Committee Chair.

President Search Forums are scheduled and advertised: Warrensburg, greater Kansas City, Missouri metropolitan areas, select other areas in the UCM catchment area
. (Optional)

February 2010

Conduct Search Forums.

Actively solicit nominations.

Provide agenda to Board of Governors prior to meeting.

Search Committee Chair sends letter to Advisory Committee nominees inviting them to serve on committee.

Appoint Search Advisory Committee and Chair.

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Schedule Search Advisory Committee meeting with Chair of the Presidential Search Committee to charge the committee and provide other search information as appropriate.

March-April 2010

Search Committee meeting with Search Consultant

Report on diversity of candidates

Distill list of candidates

Determine dates for candidate interviews.

Telephone the semifinalists to determine continuing interest and request references.

Conduct reference checks.

Determine off-campus interview site and make appropriate arrangements.

Schedule candidate interviews.

Arrange lodging, meals and travel for search committee and candidates.

Consultant guides Search Committee through preparing interview questions and formatting interview sessions.

Search Advisory Committee schedules meeting to draft interview questions and format interview sessions under guidance of the Consultant.

May-June 2010

Interview semi-finalists.

Distill pool to three to five finalists.

Telephone to determine continued interest and to advise of intensified background checks.

Schedule candidate interviews, as appropriate.

Arrange lodging, meals and travel in preparation of finalist interviews.

Complete reference checks.

Presidential Search Committee receives individual reports of committee members of the Search Advisory Committee.

Board of Governors negotiates terms with finalists.

Board of Governors appoints and announces new president.

New President Appointee and Spouse (if applicable) make campus tour for introductions.

[page]

October 29, 2009

CONSULTING AGREEMENT

The Board of Governors of University of Central Missouri

President, University of Central Missouri

Accepted By:

Signature: s/

Name: Richard Phillips

Title: Chair of University of Central Missouri Board of Governors

Date Signed: 11-16-09

CLIENT COPY

[CONSULTANT COPY also provided]

You can read a copy of the original document here (pdf).

I think I know ten people who won’t invited to be on the “Search Advisory Committee”.

Interesting. It appears that presidential candidates will likely be invited to campus for interviews after the end of the semester – when the majority of students and faculty will be elsewhere. Well, at least the candidates can be given a tour of the luxury boxes. Maybe they can get answers to our questions without paying $501.86.

Our previous coverage:

Three steps behind, and to the right (January 25, 2008)

Three steps behind, and to the right, part 2 – a microcosm of our universe (September 21, 2009)

“A Gentleman’s Agreement”? (October 15, 2009) (transcript of a portion of the live radio broadcast)

It wasn’t just about a tree (October 21, 2009)

“A Gentleman’s Agreement?”: I heard it on the radio (October 21, 2009)

“A Gentleman’s Agreement?”: let’s not get cut out of the will (October 22, 2009)

“A Gentleman’s Agreement?”: $87.75 will get you one sheet of paper (October 23, 2009)

“A Gentleman’s Agreement?”: They’re not playing hardball, they’re playing cat and mouse (October 23, 2009)

“A Gentleman’s Agreement?”: a cola and some scoreboards (October 24, 2009)

“A Gentleman’s Agreement?”: a few more pieces of the puzzle? (October 28, 2009)

“A Gentleman’s Agreement”?: your silence means consent (October 29, 2009)

“A Gentleman’s Agreement”?: let’s not get cut out of the will, part 2 (October 30, 2009)