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CC Resolution 11318 RESOLUTION NO. 11318 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL AUTHORIZING EXECUTION OF AN AGREEMENT FOR EXECUTIVE SEARCH FIRM SERVICES WHEREAS, the City of Campbell intends to conduct a recruitment for the position of City Manager; and WHEREAS, the City Council will interview the executive search firms of Avery and Associates and Peckham and McKenney; and NOW, THEREFORE, BE IT RESOLVED after review of proposals, the City Council of the City of Campbell authorizes the Human Resources Manager to execute an agreement with the selected search firm for recruitment services for the position of City Manager. PASSED AND ADOPTED this 26th day of July 2011 by the following roll call vote: AYES : Councilmembers: Waterman, Low, Cristina, Baker NOES : Councilmembers: None ABSENT: Councilmembers: Kotowski APPROVED: A~ / p/ /' ,I , Anne Bybee, City Clerk CITY OF CAMPBELL CONSULTANT SERVICES AGREEMENT This Agreement is entered into at Campbell, California on the 28th day of July, 2011, by and between the CITY OF CAMPBELL (hereinafter referred to as "City") and Peckman and McKenney, (hereinafter referred to as "Consultant"). WHEREAS, City desires to obtain consulting services for the purpose of executive recruitment; and WHEREAS, Consultant represents that it has the expertise, means, and ability to perform said services; NOW, THEREFORE, in consideration of each other's mutual promises, Consultant and City agree as follows: Ii 1. DUTIES OF CONSULTANT 1.1 Consultant agrees to perform services as set forth in the Executive Recruitment Proposal attached hereto and incorporated herein by reference. 1.2 Consultant, working with the City, will gather available existing information concerning the project, and shall review documents as necessary to ensure compliance with the project's objectives. 1.3 In performance of this Agreement by Consultant, time will be of the essence and the services to be rendered by the Consultant shall be performed in accordance with proposed timelines. Deviations from these time frames, and time frames for work not listed, shall be agreed upon between the City and the Consultant. 1.4 Notwithstanding Section 1.4, Consultant shall not be responsible for delay caused by activities or factors beyond Consultant's reasonable control, including delays or by reason of strikes, work slowdowns or stoppages, or acts of God. 1.5 Consultant agrees to perform this Agreement in accordance with the degree of skill and expertise generally exercised by members of Consultant's profession. 1.6 Consultant shall cooperate in good faith with City in all respects of the performance of this Agreement. 1.7 I n the course of the performance of this Agreement, Consultant shall act in the City's best interest as it relates to the project. 1.8 The designated project manager for Consultant shall be Bobbi Peckham. The Consultant project manager shall have all the necessary authority to direct technical and professional work within the scope of the Agreement and shall serve as the principal point of contact with the City and the City's project coordinator. The authorized principal of Consultant executing this Agreement for the Consultant shall have authority to make decisions regarding changes in services, termination, and other constructional matters on behalf of Consultant. 1.9 This placement is guaranteed for a period of two years from the first day of employment. Should the employee recommended and placed by Consultant leave for any reason during the guarantee period or be terminated for cause, Consultant will replace that employee on a one-time basis at no additional cost, except expenses incurred. 2. DUTIES OF CITY 2.1 City shall furnish to Consultant all available and pertinent data and information requested by Consultant to facilitate the preparation of the documents called for in this Agreement. 2.2 City shall provide contract administration services. City shall notify Consultant of required administrative procedures and shall name representatives, if any, authorized to act in its behalf. 2.3 City shall review documents submitted by Consultant and shall render decisions pertaining thereto as promptly as reasonably possible. 3. COMPENSATION 3.1 City agrees to compensate Consultant for performance of the project in an amount not to exceed $24,000 ($16,500 in professional fees and a maximum of $7500 in expenses), as follows: One third of the fee is due as a retainer upon execution of this agreement. The remainder of the fee will be divided and billed in two separate, monthly invoices. Full payment of the professional fee is due three months from execution of the agreement or when a candidate has accepted an offer of employment, whichever comes first. Consultant shall submit for payment by City an itemized invoice for services performed. The invoice shall describe the services rendered and shall be based on professional services and direct expense charges made for work performed on the project. City shall pay Consultant for services rendered and approved by the City within thirty (30) days from the date the invoice is received by the City. Direct expenses are those costs incurred on or directly for the project and substantiated with invoices for the charges. Direct expenses are outlined in attached proposal. 3.2 If Consultant incurs other costs which are not specifically covered by the terms of this Agreement, but which are necessary for performance of Consultant's duties, City may approve payment for said costs if authorized by the City in advance. ~) 3.3 City may order changes in the scope or character of services, including decreasing the amount of Consultant's services. In the event that the work is decreased, Consultant is entitled to full compensation for all services performed and expenses incurred prior to receipt of notice of change. 4. SUB-CONSULTANTS 4.1 Consultant may not sub-consult any other services required under this Agreement without prior written consent of the City. 4.2 Prior to authorizing any sub-consultant to work under this Agreement, Consultant shall submit to City evidence that the sub- consultant agrees to indemnify, defend, and hold City, its agents, officers, attorneys, employees, and officials harmless from any and all claims, causes of action, injuries or damages arising out of any negligent acts, errors, and omissions or intentional misconduct on the part of sub-consultant, its agents, officers, employees, or anyone rending costs and attorneys' fees incurred in defending any action covered by this provision. 4.3 Consultant shall be responsible to City for the performance of any and all sub-consultants who perform work under this contract, and any acts of negligence on their part. Consultant is solely responsible for all payments due to sub-consultants. 5. OWNERSHIP OF DOCUMENTS AND MATERIALS All original drawings, documents, papers, data, materials, photographs, negatives, and other work products prepared by the Consultant of its sub- consultants in the performance of the services encompassed in this Agreement shall be the property of the City and may be used without the consent of the Consultants or its subcontractors. City acknowledges that such drawings, documents and other items are instruments of professional services intended for use only on the subject project. In the event the City uses the instruments for other purposes, the City agrees to hold harmless and indemnify Consultant against any claims, losses and damages arising out of such use. 6. TERMINATION Notwithstanding any other provision of this Agreement, City may terminate this Agreement at any time, with our without cause, in its sole discretion, by giving notice in writing to Consultant of such termination. In the event of such termination, Consultant shall have the right and obligation to immediately assemble the work then in progress for the purpose of completing the work and turning over all materials and documents to City. In the event of such termination, Consultant shall be compensated for all work and services performed to the point of termination in accordance with the payment provisions set forth in Section 2.1, unless the termination is for cause, in which event Consultant need be compensated only the extent required by law. 7. AUDIT AND INSPECTION Consultant shall permit authorized representatives of City to inspect and audit all data and records relating to its performance under this Agreement for a period of three years following acceptance of the final study. 8. EQUAL EMPLOYMENT OPPORTUNITY Consultant agrees to refrain from discriminatory employment practices on the basis of race, religious creed, color, sex, national origin, handicap, sexual orientation, or ancestry of any employee of, or applicant for employment with, such Consultant or subcontractor. 9. INSURANCE AND INDEMNIFICA liON 9.1 Consultant agrees to indemnify, defend, and hold City, the Campbell Redevelopment Agency, their agents, officers, attorneys, employees, and officials harmless from any and all claims, causes of action, injuries or damages, but only to the extent they arise out of any negligent acts, or intentional misconduct on the part of the Consultant, its agents, officers, employees, or anyone rendering services on their behalf. This indemnity shall include reasonable costs and attorneys' fees incurred in defending any action covered by this provision. 9.2 The Consultant shall, during the continuance of the Agreement, at no expense to the City, provide proof of maintenance of the following insurance coverages naming the City, and the Campbell Redevelopment Agency, as additional insured's: >.:> A. General liability and automobile liability coverage in the amount of $1,000,000 per occurrence on account of bodily or personal injuries, including death, or on account of property damage arising from, or caused directly or indirectly by the performance of this Agreement. B. Workers' compensation and employer's liability insurance as required by the Labor Code of the State of California with a minimum liability limit of $1 ,000,000 per accident or disease. 10. MISCELLANEOUS 10.1 This agreement shall be binding on the heirs, executors, assigns and successors of Consultant. 10.2 Consultant may not assign this Agreement, or any portion hereof, without the prior consent of City. 10.3 This Agreement shall not be construed to alter, affect, or waive any lien or stop notice rights, which Consultant may have for the performance of services pursuant to this Agreement. 10.4 City's waiver of any term, condition or covenant, or breach of any term, condition or covenant shall not be construed as the waiver of any other term, condition, or covenant or waiver of the breach of any other term, condition or covenant. 10.5 This Agreement contains the entire Agreement between City and Consultant relating to the project and the provision of services to the project. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement is of no force or effect. Subsequent modifications to this Agreement shall be in writing and signed by both City and Consultant. 10.6 If any term, condition or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be valid and binding on City and Consultant. 10.7 This Agreement shall be governed and construed in accordance with the laws of the State of California. " 10.8 This Agreement may be executed in counterparts and will be binding as executed. 10.9 All changes or amendments to this Agreement must be in writing and approved by all parties. 10.10 The term of this Agreement shall commence upon execution of the Agreement and terminate one year thereafter, or upon project completion, whichever occurs first. Any extension of the Agreement shall require the written approval by the City and the Consultant. 11. NOTICES Notices required under this Agreement may be delivered by first class mail addressed to the appropriate party at one of the following addresses: CITY: City of Campbell Attn: Jill Lopez 70 North First Street Campbell, CA 95008 CONSUL TANT: Peckham and McKenney Attn: Bobbi Peckham 6700 Freeport Blvd., Suite 203 Sacramento, CA 95822 Having read and understood the foregoing Agreement, the undersigned parties hereby agree to be bound hereby: CONSULTANT ~) By ~.c!7. #~ Title ~~7'l/~ CITY OF CAMPBELL By fr'~ Title M t.. (V)a.A1cL ~-f.c Attachment: Executive Recruitment Proposal