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:
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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:
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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.
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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:
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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.
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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
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CITY OF CAMPBELL
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Attachment:
Executive Recruitment Proposal