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Bob Murray & Associates - FY2019-010 CITY OF RANCHO PALOS VERDES CONTRACT SERVICES AGREEMENT FOR EXECUTIVE RECRUITMENT SERVICES FOR THE POSITION OF BUILDING OFFICIAL • THIS CONTRACT SERVICES AGREEMENT (herein "Agreement") is made and entered into this 21st day of December, 2018, by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City") and Bob Murray & Associates, a California corporation(herein"Consultant"). NOW,THEREFORE, the parties hereto agree as follows: 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Consultant shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Consult ant warrants that it has the experience and ability to perform all work and services required hereunder and that it shall diligently perform such work and services in a professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall bep rovided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.3 California Labor Law. If the Scope of Services includes any "public work" or"maintenance work," as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws. 1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by the Agreement. 1.5 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit"B" shall govern. lj fi r 2. COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit"C" and incorporated herein by this reference, but not exceeding the maximum 1 contract amount of Twenty-Four Thousand, Four Hundred Dollars ($24,400) ("Contract Sum"). } 01203.0004/511032.4 1 5 2.2 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub- category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by the City of any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.3 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual cost of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent(10%) of the Contract Sum but not exceeding a total contract amount of Five Thousand Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding thirty(30)days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public 2 01203.0004/511032.4 enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit"D"). The City may, in its sole discretion, extend the Term for one (1) additional one-year term. 4. COORDINATION OF WORK 4.1 Representative of Consultant. Gary Phillips is hereby designated as being the representative of Consultant authorized to act on its behalf with respect to the work and services specified herein and make all decisions in connection therewith. All personnel of Consultant and any authorized agents shall be under the exclusive direction of the representative of Consultant. Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, and shall keep City informed of any changes. 4.2 Contract Officer. Ara Mihranian, Director of Community Development, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and to make all decisions in connection therewith("Contract Officer"). 4.3 Prohibition Against Subcontracting or Assignment. Consultant shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth. Consultant shall perform all services required herein as an independent contractor of City with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City, or that it is a member of a joint enterprise with City. 5. INSURANCE AND INDEMNIFICATION 3 01203.0004/511032.4 5.1 Insurance Coverages. Without limiting Consultant's indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. (b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of$1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three(3) years after completion of the services required by this Agreement. (d) Workers' compensation insurance. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least$1,000,000). (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit"B". 5.2 General Insurance Requirements. (a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4 01203.0004/511032.4 (b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents,representatives,employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured. (d) City's rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI(or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. (f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 5 01203.0004/511032.4 (i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. (j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (1) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency's right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation. (o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified 6 01203.0004/511032.4 Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, except claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 5.4 RECORDS,REPORTS,AND RELEASE OF INFORMATION 5.5 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services and shall keep such records for a period of three years following completion of the services hereunder. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. 5.6 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement or as the Contract Officer shall require. 5.7 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential,unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than the City without prior written authorization from the Contract Officer. (b) Consultant shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered"voluntary"provided Consultant gives the City notice of such court order or subpoena. (c) If Consultant provides any information or work product in violation of this Agreement, then the City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. 7 01203.0004/511032.4 (d) Consultant shall promptly notify the City should Consultant be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. The City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with the City and to provide the City with the opportunity to review any response to discovery requests provided by Consultant. 5.8 Ownership of Documents. All studies, surveys, data, notes, computer files,reports,records,drawings, specifications,maps, designs,photographs, documents and other materials (the "documents and materials") prepared by Consultant in the performance of this Agreement shall be the property of the City and shall be delivered to the City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by the City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire"for the City. 6. ENFORCEMENT OF AGREEMENT AND TERMINATION 6.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 6.2 Disputes., Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. 6.3 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue any legal action under this Agreement. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or 8 01203.0004/511032.4 different times, of any other rights or remedies for the same default or any other default by the other party. 6.4 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder, but not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit "C". In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 6.5 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated(provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7. MISCELLANEOUS 7.1 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs,executors, assigns and all persons claiming under or through them,that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status,national origin, ancestry, or other protected class 7.2 Non-liability of City Officers and Employees.No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount,which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 9 01203.0004/511032.4 7.3 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd., California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 7.4 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 7.5 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 7.6 Waiver. No delay or omission in the exercise of any right or remedy by non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.7 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which any be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment. 7.8 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 7.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 10 01203.0004/511032.4 7.10 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which(s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials 7.11 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [Signatures On The Following Page] 11 01203.0004/511032,4 IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation City Manager ATT,4 T: dim J \ Cit erk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Cit Atto-n7ley CONSULTANT: Bob Murray & Associates, a California corporation //fir By• Name: Valerie Phillips Title: President t /47:' NameGarY Phillips s Title: Chief Financial Officer Address: 1544 Eureka Road Suite 280 Roseville, CA 95661 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, anyAssistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 12 01203.0004/511032A CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES K�:., �::Z. �,•.filt�'.454:.n..:• (--leAril me on On .r , , 2019 before me 4 . t . :4 . ,,,t., personally appeared t proved totisfactor evidence to be the erson(s) whose names(s) is/are subscri ed to the within instrument and the basis of satisfactory P acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Ir HAMVOND WITNESS my hand and official seal. 'y Placer Courity ' i'• < Signature: ' Commission ,. 2169951 Ja Mv Gomm.Exp:ias Nov 25,2020 +.,w � «� Y N ..�. �' '4 ♦ 'WSJ S O OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could b prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER_ DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0004/511032.4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES t N ,($k' `l fore me 4:t :c :v"- personally appeared ; ft of yf'htt ,< , proved to me on On°•..:.;:..�:: �� , 2019 be p the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument, I certify under PENALTY OF PERJURY under the laws of the State of California thatt the foregoing paragraph is true and correct. ;�x::'�:�.1'>��.�e=z�s��;w.a`:. A a �. Notary Public-Calit�ll'Ill; r. WITNESS my hand and official seal. K — 1 :{` ` ' Placer County gnature: t�,, i .M1 �.r+ ,�o oy ! si "'6• J'• Ih/y (y yf..` Lfri,e:S1;0:4V6/..9). ¢ ;$y: ` fib.%'3 �t•`k =}3 {' �l }/• ?s Y1 t4 � �4 g OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER —_- TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR - ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0004/511032.1 EXHIBIT"A" SCOPE OF SERVICES I. Consultant will assist the City to recruit a Building Official: A. Develop Candidate Profile - Consultant will meet in person with the City's Contract Officer and key stakeholders to learn as much as possible about the ideal candidate for the Building Official position. Consultant will become familiar with the City's values and culture, learn about what is important to the hiring manager, to identify things that might need to be mentioned or highlighted in the recruitment brochure or included as an interview question (either by the consultant in the preliminary screening or during the city's interview), as well as understand challenges and opportunities in the City. Consultant will review and help define the City's wish-list regarding the ideal candidate's personality, management style, knowledge, skills, and abilities and will work with the City's Contract Officer to identify expectations regarding education and experience. The City's Contract Officer and Consultant will discuss compensation, benefits, and other key information necessary to ensure that outstanding candidates are attracted to this opportunity. The profile Consultant develops at this stage will drive subsequent recruitment efforts. B. Design/Distribute Brochure and Advertisements — Consultant and the City's Contract Officer will use the candidate profile to create a professional recruitment brochure; with the assistance of Consultant's professional graphic designer. The four-page, full-color brochure will describe the community, organization, position, ideal candidate, and compensation and will include pictures provided by the City that the City's Contract Officer determines best represent the City and the community. Upon approval, Consultant will send the brochure by U.S. mail and email to a targeted audience, personally inviting potential candidates to apply for the Building Official position. Consultant will also place the recruitment brochure on Consultant's website, which attracts over 11,000 unique hits weekly and is a trusted resource for candidates seeking executive and professional positions. Consultant will also design an effective advertising campaign appropriate for the Building Official recruitment. Consultant's broadest outreach comes through Consultant's active social media involvement on Facebook, Linkedln, and Twitter, where upcoming and current positions are posted. Consultant will use sources such as Western City Magazine, the "Jobs Available" newsletter, and the Careers in Government website to reach an extensive local government audience, 01203.0004/511032.4 and Consultant will choose position-specific postings to attract candidates who have built their careers in and are committed to the building and safety field. Consultant will reach out to candidates in communities and organizations with demographic profiles and populations served similar to the City, to maximize the potential for individuals from a wide variety of backgrounds, cultures, and life experiences to be considered for the Building Official position. C. Recruit Candidates -The strongest candidates are often those who are successful and content in their current positions and need to be sold on a new opportunity. Consultant's extensive network of contacts, developed through over 1,400 successful placements, is a primary source for identifying and obtaining referrals for these candidates. Consultant resources include its in-house database of 40,000 current and former executive and professional candidates. Consultant's aggressive outreach efforts are focused on phone calls to personally invite potential applicants, answer questions, and allay any reservations, and these efforts are essential to the success of the Building Official recruitment. D. Screen Candidates - Following the closing date for the recruitment, Consultant will screen all resumes received, using the criteria established in the candidate profile as a basis upon which to narrow the field of candidates. Internal candidates receive sensitive consideration, and Consultant will discuss with the City's Contract Officer how the City wishes to proceed with these candidates. E. Conduct Preliminary Interviews - Consultant will interview the top 10 to 15 candidates from the resume screening, with the goal of determining which candidates have the greatest potential to succeed in the City. To reduce travel- related expenses and increase efficiency in the search process, these interviews are typically conducted via Skype, FaceTime, or other convenient videoconferencing applications. During these in-depth interviews, Mr. Phillips will explore each candidate's background and experience as it relates to the Building Official position, such as significant accomplishments, size and scope of responsibility, and organizational culture. In addition, Consultant will discuss with the candidates their motivation for applying for the position and assess his/her knowledge, skills, and abilities. Consultant will devote specific attention to establishing the likelihood of the candidate's acceptance of the position if an offer of employment is made. F. Search Public Records - Under the direction of Consultant, the City's Contract Officer will conduct a review of published print and online articles for each recommended candidate. Sources include Lexis-Nexis, Google, social media, and Consultant's contacts in the field. This will alert Consultant to any further detailed inquiries that may need to be made before recommendations are finalized. 01203.0004/511032.1 a Make Candidate Recommendations - Based on the findings during the preliminary interview process, Consultant will recommend a limited number of candidates for City's further consideration. Consultant will make specific recommendations and will help facilitate discussions regarding the candidate pool, but the final determination of those to be considered will be made by the City's Contract Officer. Consultant typically recommends 6-8 candidates that Consultant feels will best match the City's expectations, and prepare a detailed written report on each candidate. This bound report provided to the City's Contract Officer includes: • Candidate list with Recommended Finalists identified in Group 1 and Group 2 (primary and secondary recommendations), as well as Internal candidates • Summary of experience, education, and salary information for each Recommended Finalist candidate • Complete cover letter and resume for each Recommended Finalist candidate • List of Other Applicants (those who did not meet minimum qualifications or were otherwise unsuitable,based on our screening process) Consultant maintains all search records for a period of seven (7) years following each recruitment, and will forward to the Contract Officer cover letters and resumes for each applicant by postal mail or email as soon as the recruitment closes to new applications. H. Facilitate Final Interviews—Consultant will assist the City's Contract Officer to develop an interview process that objectively assesses the qualifications of each candidate. Consultant will work with the City's Contract Officer to craft and implement an interview approach that fits the City's needs. This may include individual and panel interviews by the City's Contract Officer and key stakeholders, community/employee interview panels, writing and presentation samples, meet-and-greets, or other specialized process elements Consultant will help the City's Contract Officer to design. Consultant will be present on-site during the interviews to facilitate as necessary during the process and to guide discussion to consensus regarding final candidates. Bound interview books will be provided to each interview panel member containing: • Recruitment brochure with candidate profile • Interview schedule • Suggested interview questions 01203.0004/511032,1 • Experience summary, cover letter, resume, and rating form for each candidate • Ranking forms for use during the panel interview process Consultant will work closely with City staff to coordinate and schedule interviews and candidate travel. Consultant's goal is to ensure that each candidate has a very positive experience, as the way the entire process is conducted will influence the final candidates' perception of the City. Conduct Background and Reference Checks - Consultant and the City's Contract Officer will conduct detailed reference checks for up to three (3) final candidates. To gain an accurate and honest appraisal of the candidates' strengths and weaknesses, Consultant will talk candidly with people who have direct knowledge of their work and management style. In addition to gaining a 360- degree view of candidates from the perspective of their supervisors, subordinates, and peers for the past several years, Consultant will make a point of speaking confidentially to individuals who may have further insight into a candidate's abilities, but who may not be on their preferred list of contacts. The City's Contract Officer will work with candidates and the firm's professional backgrounding firm, HireRight Global, to conduct credit, civil litigation, and motor vehicle record checks and verify candidates' degrees. J. Assist in Negotiations — Consultant recognizes the critical importance of successful negotiations and can serve as the City's representative during this process. Consultant knows what other organizations have done to put deals together with great candidates and what the current market is like for Building Official positions in organizations like the City. Consultant will be available to advise the City's Contract Officer regarding current approaches to difficult issues, such as housing and relocation. Consultant will represent the City's interests and advise the chosen candidate and the City regarding salary, benefits, and employment agreements, with the goal of putting together a deal that results in the appointment of the City's chosen candidate. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. Professional Recruitment Brochure B. Ad Text and Ad Placement List at suggested Building Official-specific advertising sources, e.g. California Building Officials (CALBO), California News, International Code Council (ICC), and other sources as agreed upon C. Bound report of recommended candidates provided to each member of the decision-making body which includes: 01203.0004/511032.1 • Candidate list with Recommended Finalists identified in Group 1 and Group 2 (primary and secondary recommendations), as well as Internal candidates • Summary of experience, education, and salary information for each Recommended Finalist candidate • Complete cover letter and resume for each Recommended Finalist candidate • List of Other Applicants (those who did not meet minimum qualifications or were otherwise unsuitable,based on our screening process) • Cover letters and resumes for each applicant as soon as recruitment closes to new applications, if requested by City D. Bound Interview Books provided to each interview panel member containing: • Recruitment brochure with candidate profile • Interview schedule • Suggested interview questions • Experience summary, cover letter, resume, and rating form for each candidate • Ranking forms for use during the panel interview process III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City updated of the status of performance by delivering the following status reports: A. Monthly invoices B. Weekly email status updates, including questions, concerns, and comments received from potential candidates as they consider the opportunity IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. V. Consultant will utilize the following personnel to accomplish the Services: A. Gary Phillips B. Amber Smith C. Joel Bryden 01203.0004/511032.1 a4 >YY t• EXHIBIT"B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) [INTENTIONALLY LEFT BLANK] 01203.0004/511032.4 B-- EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the Services at the following rates: SUB-BUDGET A. Recruitment Services (FLAT FEE) $17,500 B. Reimbursable Expenses --Brochure design and printing $1,275 -- Advertising $3,000 --Background checks for 3 candidates $550 -- Consultant travel** $1,500 — Supplies, shipping,clerical $575 TOTAL $24,400 **Expense reimbursement for candidate travel related to on-site interviews is not included and will be the responsibility of the City. II. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as a part of the final payment upon satisfactory completion of services. NOT APPLICABLE III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 2.3. IV. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C-1 01203.0004/511032.4 C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. ; D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. V. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement. VI. Consultant's billing rates for all personnel are attached as Exhibit C-1. NOT APPLICABLE 01203.0004/511032.4 EXHIBIT "D" SCHEDULE OF PERFORMANCE Consultant shall perform all services timely in accordance with the following schedule: Days to Deadline Date, Task Perform A. Develop Candidate Profile 1 week 01/04/19 B. Design/Distribute Brochure and Advertisements 1 week 01/04/19 C. Recruit Candidates 6 weeks 02/22/19 D. Screen Candidates 5 weeks 02/25/19 Conduct Preliminary Interviews 1 week 03/06/19 F. Search Public Records 3 weeks 03/06/19 G. Make Candidate Recommendations 1 week 03/13/19 H. Facilitate Final Interviews 2 weeks 03/29/19 I. Conduct Background and Reference Checks 1 week 04/05/19 J. Assist in Negotiations 1 week 04/19/19 II. Consultant shall deliver the following tangible work products to the City as described in Section II of Exhibit"A": A. Professional Recruitment Brochure B. Ad Text and Ad Placement List at suggested Building Official-specific advertising sources C. Bound report of recommended candidates provided to each member of the decision-making body which includes: • Candidate list with Recommended Finalists identified in Group 1 and Group 2 (primary and secondary recommendations), as well as Internal candidates • Summary of experience, education, and salary information for each Recommended Finalist candidate • Complete cover letter and resume for each Recommended Finalist candidate D-1 01203.0004/511032.4 • List of Other Applicants (those who did not meet minimum qualifications or were otherwise unsuitable,based on our screening process) } • Cover letters and resumes for each applicant as soon as recruitment closes to new applications, if requested by City D. Bound Interview Books provided to each interview panel member containing: • Recruitment brochure with candidate profile • Interview schedule • Suggested interview questions • Experience summary, cover letter, resume, and rating form for each candidate • Ranking forms for use during the panel interview process III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. { 01203.0004/511032.4