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WITH KISTNER EDDY EXECUTIVE SERVICES, INC. (KEES) FOR EXECUTIVE
SEARCH SERVICES RELATED TO THE HOTEL METROPOLITAN EXECUTIVE
DIRECTOR POSITION
WHEREAS, on April 23, 2024, the Board of Commissioners approved Municipal Order
No. 2886, which authorized the submission of a Mellon Foundation Humanities in Place Grant; and
WHEREAS, on August 13, 2024, the Board of Commissioners approved Municipal
Order No. 2949, to accept funds in the amount of $1,340,000 to be used for Capital Improvements to the
Hotel Metropolitan and Purple Room and to build the capacity of the Hotel Metropolitan Organization;
and
WHEREAS, on March 4, 2025, the City of Paducah approved Municipal Order No. 3021
approving a Co -Stewardship Agreement between the City of Paducah and the Upper Town Heritage
Foundation; and
WHEREAS, said Co -Stewardship Agreement includes the provision that the City shall
contract with an executive search firm utilizing the Kentucky Model Procurement Code to recruit a
qualified professional for the Foundation's Executive Director; and
WHEREAS, the City issued a Request for Proposals for executive search services for the
Executive Director position and received 10 proposals, which were opened on May 14, 2025; and
WHEREAS, the City now wishes to enter into an Agreement with the chosen vendor for
executive search services.
NOW, THEREFORE, BE IT ORDERED BY THE CITY OF PADUCAH, KENTUCKY:
SECTION 1. That the City of Paducah hereby authorizes an Agreement with Kistner Eddy
Executive Services, Inc. (KEES) for executive search services related to the Hotel Metropolitan Executive
Director Position, as attached hereto and made part hereof (Exhibit A).
SECTION 2. The Mayor, or his designee, is hereby authorized to execute said Agreement,
together with such other agreements, instruments, or certifications which may be necessary to accomplish the
transaction contemplated by the Agreement with such changes in the Agreement not inconsistent with this
Municipal Order and not substantially adverse to the City as may be approved by the official executing the same
on behalf of the City. The approval of such changes by said official and that are not substantially adverse to the
City shall be conclusively evidenced by the execution of the Agreement.
SECTION 3. This expenditure shall be charged to Project Account MR0102.
SECTION 4. This Municipal Order shall be e ti e f in and after the date of its adoption.
Georgeray, Mayor
ATTEST:
Lindsay oaris ity Clerk
Adopted by the Board of Commissioners, June 10, 2025
Recorded by Lindsay Parish, City Clerk, June 10, 2025
\mo\contract - KEES Executive Search Firm — Hotel Metropolitan Director
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City of Paducah
Contract for Executive Search Services
Executive Director of the Hotel Metropolitan
June 9, 2025
It is a pleasure to present this contract for Executive Search Services to City of Paducah
("The City" or "Client') on behalf of Kistner Eddy Executive Services, Inc. (KEES), an
Illinois corporation.
OUTLINE OF SERVICE
Service will be conducted using the KEES 4 Phase Search Process (see Appendix A):
• Phase 1: Planning
• Phase 2: Implementation
• Phase 3: Closure
• Phase 4: Follow -Up
CONTRACT SPECIFICATIONS
Timeline
The Executive Director of the Hotel Metropolitan (hereinafter referred to as "the
position") search will be crafted to meet the specific needs of the City of Paducah and
will be conducted using our 4 -Phase Search Process, which has been proven time
after time to deliver the right individual for the organization. We are able to begin this
search as soon as the contract is signed/first payment received the week of June 16,
2025, and will proceed as quickly and thoroughly as possible understanding the target
hire date is: asap.
Factors that can accelerate or delay this timeline include the presence of an interview
committee, unexpected change in funding available for the position, internal readiness
of the organization to begin, ability of the organization to respond to and approve drafts
of materials, employment status of the candidate pool, etc. Within the parameters of the
timeline, it is expected that City will be available to meet with candidates within two (2)
weeks of presentation and conclude an offer process within two (2) weeks of selecting
the final candidate. If factors at the City of Paducah cause a significant alteration of this
timeline that exceeds 21 days, KEES reserves the right to revise, in discussion with
City, the fee and timeframe included herein.
Crsent, please initial Jere:
City of Paducah June 9, 2025
KEES Contract for Executive Search Services — Executive Director of the Hotel Metropolitan Page 1 ,.,�
Search Team
• Heather Eddy — President and CEO
• Megan Taylor Program Manager
Other team members will be assigned for administrative support and/or specialty
function based on the timing of the project. Biographies can be found as an Attachment.
Professional Fee
KEES' normal professional fee is one-third (33%) of the final first year total
compensation earned by the hired candidate, with a minimum fee of $45,000 for the
ED/CEO role. Given the mission and historic importance of the Hotel Metropolitan
project, and deeply aligned KEES values, we have offered to conduct this search at a
fee of 29% of the final first year total compensation earned by the hired candidate, with
a minimum fee of $37,000.
Based on public data and conversation with City of Paducah leadership, we understand
the target hiring salary to be TBD based on benchmarking and guidance from the
private funder/partner. We will discuss and confirm this with the Search Committee in
Phase 1 of the partnership. Should the approved salary range be less than the market
value, as defined by the benchmarking, and thus a different caliber of candidates is
presented than originally desired, KEES reserves the right to shorten the guarantee
period. Should the search need to be recast at a different salary level, KEES reserves
the right to charge an additional fee.
The professional fee as provided is based on the information shared in the public RFP
for Executive Search Services, information exchanged in the Q&A period as published,
and public research. Should any unforeseen information become available that will
materially impact the role, the hiring manager, the governing body, or the funding for the
project, KEES reserves the right to request a special meeting for reconsideration of the
fee amount.
If Client has received candidate information and/or met candidates, the conditions in this
section shall survive the expiration or earlier termination of this Contract.
Billing Schedule and Payment Tern -is
Payment 1 — $14,000 due upon signing of the contract and before work begins
Payment 2 — $14,000 is due 60 days after the date of the signed contract.
Payment 3 — The final payment is due upon acceptance of the position by the candidate
and is based on the amounts outlined in The Professional Fee section above, 29% of
the actual total first year compensation, less the first two payments. The signed offer
letter will be submitted to KEES within 48 hours of acceptance by hired candidate,
which will then prompt the final fee billing. Invoices will be submitted electronically and
are payable upon receipt.
An invoice in month 13 after start date may be issued based on any increase in
compensation and/or bonus in the first 12 months of employment.
Client please mltial here.
City of Paducah June 9, 2025
KEES Contract for Executive Search Services — Executive Director of the Hotel Metropolitan Page 2 'J�
Signature of this contract and receipt of the first payment (i.e. "Payment V) is needed to
begin work. ACH payment is preferred, and the KEES business office will work with the
City finance department to process any initial required paperwork. If ACH is not utilized
by the City of Paducah, payment can be sent via express delivery so work can begin
quickly. We understand it is desirable to have a Search Kickoff meeting June 17-18, and
will make all possible effort to meet this deadline.
It has been ourexperience _that sometimes__client expectations change during the course
of a search, thus focusing on candidates with higher salary expectations. The final fee
will be based on the final accepted total first year compensation.
At times, an organization also finds itself in a position of needing additional consultative
guidance related to executive and board leadership and organizational development
issues concurrent to the search process. While some counsel is a natural by-product of
the interaction we have during the search process, additional services are available for
a separate hourly fee. Some examples of such services include issuance of DiSC
profiles to the whole team, team-development/group facilitation, HR consulting, etc.
Term of Contract
The term of this Contract, unless sooner terminated as hereinafter provided, shall begin
on the date it is signed by both parties and will continue in full force and be in effect for
the duration of the search process until a candidate is hired, begins work and completes
their first 12 months of employment (the "Term") at the City of Paducah. The parties
may mutually agree to extend the Term of this Contract by a written amendment to this
Contract signed by both parties.
nses
Expenses will be billed as incurred, and generally fall into the three areas outlined
below. If expenses are less than $2,500 monthly, they may be held until the following
month(s).
GENERAL EXPENSES
Mileage, tolls, materials production, technical support related to materials/packets that
Client is unable to produce, postage, design work for documents, delivery, meals, DiSC,
outsourced background check, etc.
ADVERTISING
Advertising is an essential part of our 3 -component outreach to develop as broad a pool
of candidates as possible. In Phase One, we will present the Marketing / Advertising
Plan and will not implement it until it is approved by The City in writing. We are highly
cognizant we are working with your donated dollars and philanthropic support, and we
do our best to leverage any discounts, member -only prices, etc.
TRAVEL -
Depending on the scope of the search, there will be travel costs for both the search
team and selected candidates to participate in the search process. At least one onsite
trip is needed by the consulting team to ensure we capture the culture and ethos of the
team. We will work with you to estimate the expense ranges for both candidate and
Ctient,� please initial here:
City of Paducah June 9, 2025
KEES Contract for Executive Search Services — Executive Director of the Hotel Metropolitan Page 3
consultant travel before they are incurred. Our processes incorporate a blend of both
phone and in-person meetings, and we structure those based on the timing and needs
of the project as well as the expense budget you have approved.
All candidate travel expenses shall be approved by The City in advance and in writing
prior to being incurred by either the candidate (on whose behalf KEES shall make the
request) or KEES staff.
*Note — this category varies the most depending on the scope of the search (local,
regional, national, international). It determines the cost to interview candidates in
person. The scope of the search will be determined In Phase 1 of the search with The
City's leadership.
Additional Expenses
Any additional expenses shall be approved by The City in writing and in advance of
being incurred by KEES.
Any additional expenses incurred by KEES at the request, or with the prior approval of,
The City (including any expenses incurred during the check-in points related to the
Search Guarantee) will be billed to The City. Expenses will be invoiced as incurred,
along with appropriate documentation. These may include such items as material
production beyond the scope incorporated into the original KEES contract, extraordinary
secretarial or staff support beyond that normally associated with the original scope of
the work described in this contract (at regular staff rates), and any other such expenses.
Late Fees
Invoices are due as set forth herein. The third installation of the Professional Fee is due
before the hired candidate begins work.
Any invoices for services more than 30 days overdue shall be charged an amount equal
to the then -current Prime Rate (as published in the Wall Street Journan. In the event the
payment is 31 days overdue, KEES reserves the right to suspend all services until the
payment due has been received. Invoices that are more than 60 days late will forfeit any
discounts provided off of normal professional fees. Late payments without prior
arrangement or unusual circumstances will result in a decrease in the one year
placement guarantee, three months for every month the payment is late.
Candidate Conditions
The City will only be presented with candidates that have been fully screened and
qualified through each step of the KEES 4 Phase Search Process, and that KEES fully
stands behind with our guarantee. If The City desires to hire any of the other candidates
presented in the process of this Search for another position within the 18 months
immediately after the term of this contract, there will be a placement fee of 25% of the
final first year total compensation accepted.
To preserve the highest integrity of information and maintain confidentiality, candidate
resumes and information are not sent via email. Further, board members and others
involved in the interview process will be apprised by The City of these candidate
Contract for Executive Search Services — Executive Director of the Hotel Metropolitan
s,
Page Page 4 'l
conditions and shall not utilize candidate information for any other purposes or hiring. All
resumes and information on all potential candidates become property of KEES and are
not released unless presented to The City as a finalist.
The conditions in this section shall survive the expiration or earlier termination of this
Contract.
Excl
KEES is a retained search firm. As such, KEES will be the only firm engaged by The
City to provide executive search services for this position. KEES will review all
candidates for this position, regardless of their origin.
Glient please initial here:
City of Paducah June 9, 2025
KEES Contract for Executive Search Services — Executive Director of the Hotel Metropolitan Page 5 `7
Non -Solicitation
It is agreed that during the term of this contract, and for a period of 18 months following
its expiration or termination, The City will not solicit, employ or engage as an employee,
consultant, or contractor any person or organization who has been an employee,
independent contractor of, or consultant to KEES while this agreement is in effect
without the written consent of the President of KEES. The parties agree that the
damages flowing from any breach of this provision are difficult to determine, and
therefore agree that liquidated damages shall be paid by The City to KEES. If The City
desires to hire or enlist current KEES staff, a placement fee will be charged,
commensurate with standard executive search professional fees, currently at 33% of
the first year total compensation accepted.
The conditions in this section shall survive the expiration or earlier termination of this
Contract.
Our Guarantee
Should the successful candidate be terminated by The City for any professional reason
within 4 months of the hire date or 3 months of the start date, whichever is less, KEES
agrees to conduct the replacement search for the same position without an additional
fee if the following apply:
• KEES and The City have met at 45 and 90 -days by phone, video, or in person
after the placement begins work to review the onboarding progress. Such
meetings will be scheduled upon search completion.
• There has not been a material change in the position requirements, direct
supervisor, or management team.
• KEES is informed, prior to termination, of the professional reasons of concern.
• The candidate was hired based on the normal flow of the KEES process. Should
The City introduce a candidate into the process and KEES does not feel they are
qualified based upon the approved Opportunity Guide document, the terms of the
guarantee may be altered.
• Replacement search begins within one month of termination.
• KEES will need to meet the final candidate in person. Should that not be
possible, KEES reserves the right to alter the guarantee conditions. Should
alterations be needed, they will be discussed and affirmed in writing.
The expenses associated with the replacement search will be billed to The City in
accordance with the terms of this Agreement.
Protection of Confidential Information
The City's Confidential Information is information developed and/or created by KEES
that has value to The City's business and is not known to The City's competitors or by
the general public, and that has been identified to KEES as having been determined by
The City as proprietary or confidential to The City.
For as long as said information remains Confidential, KEES agrees, both during and
after its engagement with The City, to use its best efforts to keep The City's Confidential
Client please anitial'here•
City of Paducah June 9 2025
KEES Contract for Executive Search Services — Executive Director of the Hotel Metropolitan Page 6
Information as such and not to disclose, record, remove from The City, or otherwise
transmit to any third party said Confidential Information without the written consent of an
authorized representative of The City. KEES shall be permitted to use said Confidential
Information in the performance of duties and responsibilities by KEES to The City
hereunder, so long as KEES protects the Confidential Information consistent with the
terms of this Contract. KEES shall further be permitted to disclose said Confidential
Information only as may be required by applicable law or regulation.
KEES confidential information is contained within various materials and documents
provided during the search process. Sharing of the process information with other
parties or departments, or Divisions, is not permitted. Further, Board Members of City of
Paducah will be apprised of the confidentiality agreement by City of Paducah and
should they become involved in the process, are expressly prohibited from sharing
KEES or candidate information to parties not involved with, or outside the scope of, this
specifically contracted search.
INDEMNIFICATION
Each party, to the fullest extent of the law, shall indemnify and hold the other harmless
from any loss, cost, damage or award, other than loss, cost, damage or award arising
out of the sole negligence or willful misconduct of the other party, its subcontractors,
agents, consultants or anyone for whom such party is legally liable, including but not
limited to any injuries to or claims by third parties, breach of this Agreement, or
negligent performance of professional services.
ALTERATION
The allotted time and duration of this contract may be altered upon mutual written
agreement of all parties.
TERMINATION
This agreement may be terminated without cause by either party upon forty-five (45)
days written notice to the other party at the following addresses, or at any other address
subsequently provided in writing by either party. If mailed, service shall be by certified
mail, return receipt requested, and cancellation shall be deemed effective five (5)
calendar days from the date of mailing.
KEES
City of Paducah
3075 Book Road, Suite 103-9682
Naperville, IL 60567-9682
300 South 5th Street,
Paducah, KY 42003
Attention: George P. Bray, Mayor
All fees and expenses incurred by KEES up to the effective date of termination will be
due and payable immediately. In addition, a contract cancellation fee of $6,000 will be
assessed in order for KEES to finalize all the in -process work with candidates and
externally facing contacts that were involved in the work until the point of cancellation.
No other penalties or fines shall be due or owed by The City.
City of Paducah
KEES Contract for Executive Search Services — Executive Director of the Hotel Metropolitan
June 9, 2025
Page 7
OTHER
All terms of this agreement, including the duration of the work, may be altered upon
mutual agreement of all parties, in writing and signed by all parties. Should either party
be required to commence legal action to enforce the terms of this agreement, the
prevailing party in any such action shall be entitled to recover the costs of such
enforcement, including reasonable attorney fees, once the prevailing party has received
final judgment.
This Agreement shall be deemed to have been made in the State of Kentucky, and its
validity, construction, performance, breach, and operation shall be governed by the laws
of the Commonwealth of Kentucky and McCracken County.
As part of KEES' work to promote the role and the partnership, we will link certain
documents and social media to the client's website, including use of logos and images.
Unless otherwise instructed by The City, KEES will use all provided and public media at
its professional discretion.
The terms of this contract will be valid so long as The City signs the contract within 30
days of receipt. If not signed within 30 days of receipt, the professional fee and
availability of the consulting team may be subject to change. The City may request an
extension of this period of validity.
The relationship between The City and KEES shall be that of an independent
contractor. Nothing in this Agreement shall be construed to designate KEES as an
employee, agent or partner of or a joint venture with The City. Any person providing
services under the terms of this Agreement shall be the employees or agents of KEES,
not The City, and shall not have any rights to any benefits the client provides to its
employees, including tax withholdings.
If this is in keeping with your understanding, please sign in the space provided below
and return the original, keeping a copy for your files. It is a pleasure to serve City of
Paducah.
Submitted By: Accepted By:
KEES City of Paducah
Heather Eddy Date George P. Bray Date
Chief Executive Officer Mayor, City of Paducah
In addition to a signature above, please initial the bottom of each individual page of the
contract where indicated. Thank you.
City of Paducah June 9, 2025
KEES Contract for Executive Search Services — Executive Director of the Hotel Metropolitan Page 8 1„�
APPENDIX A: OVERVIEW OF SEARCH PROCESS
The search will be crafted to meet City of Paducah's specific needs and conducted
using our 4 Phase Search Process, which has been proven time after time to deliver the
right individual for our clients across all nonprofit sectors.
® Presenting Finalists for Interviews
Onboarding / DISC Profile
F,otawupy ,t
Ongoing Support
Managing for Success
City of Paducah June 9, 2025
Contract for Executive Search Services — Executive Director of the Hotel Metropolitan Page 9
APPENDIX B: SEARCH TEAM BIOGRAPHIES
Access online biographies for each team member by clicking their name. We may also
include partners and strategic alliances that bring specific expertise or sourcing contacts
to the project.
HEATHER EDDY - President and CEO
Heather Eddy has an impact -focused career of helping organizations achieve excellence
through building strong, capable, dynamic, and diverse leadership teams. In her 29 -year
career, Heather has partnered with Boards on over 250 executive searches for top
leadership. She is often called when the institution seeks to diversify and reenergize a
leadership team through the next leader, start a new initiative or organization, and/or the
rebuilding of a team. She leads most of the firm's C -suite searches, as well as newly
created roles in DEI/DEIB/JEDI, specializes in working with organizations in some state
of Board or Staff transition, and brings expertise specific to Founder/Founder-like
transitions. Previously, she served for 17 years in multiple leadership roles with The
Alford Group before co-founding KEES in 2013 as a woman -owned small business. In
her leadership of KEES, the firm and Ms. Eddy are recognized as pioneers in diversity
recruitment, first, from a gender inclusive perspective, and in the past nine years, with
strength in racial/ethnic diversity measurements. As a volunteer leader, she serves on
the boards of Will -Grundy Medical Clinic, a free and charitable clinic, Advisory
Committee Member for the Business and Professional Services Department at Oakton
Community College, and the DuPage Metropolitan Family Services Alumni Board. As a
frequent speaker, she contributes knowledge to the sector in the areas of executive
succession planning, engagement of board/goveming bodies, and strategic
philanthropy. As an alumna of Leadership Illinois (2001) and a current Fellow of the
University of Chicago Leadership Circle (2024), she promotes lifelong learning and
professional development. She holds a Master of Educational Administration and a
Bachelor's of Interpersonal Relations from Purdue University.
Megan Taylor I Project Manager
As a project manager, Megan ensures the consistent and timely delivery of high-quality,
customized solutions to clients, prospective clients, and internal projects, with a
particular focus on executive search processes and staffing assessments. Since joining
the KEES team in 2022, she has been instrumental in supporting team operations and
advancing project timelines. Megan specializes in searches for CEO, Executive
Director, President, and Development roles, with recent projects centered on the
sectors of Education, and Youth Development, and Intellectual and Developmental
Disabilities (IDD). Her recent clients include the Washington State School Directors'
Association, Concordia Place, Hawaii State Public Charter School Commission, and
Siloam Health.
Bringing years of experience as a nonprofit volunteer for Meals on Wheels and an
AYSO Youth Soccer Board Member, she is skilled at database management as well as
interpreting and leveraging data to plan for growth and success. In addition to her
service experience in nonprofit organizations, Megan also holds a B.A. in Elementary
Education and brings experience in the education sector as a classroom teacher in an
urban Title 1 public school setting. Her background in education and nonprofit work
provides a unique perspective and deep understanding of the sectors she supports.
City of Paducah June 9, 2025
KEES Contract for Executive Search Services — Executive Director of the Hotel Metropolitan Page 10