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CC SR 20191001 F - City Manager Recruitment RANCHO PALOS VERDES CITY COUNCIL MEETING DATE: 10/01/2019 AGENDA REPORT AGENDA HEADING: Consent Calendar AGENDA DESCRIPTION: Consideration and possible action to execute an agreement with Peckham & McKenney, Inc. for recruitment services RECOMMENDED COUNCIL ACTION: (1) Execute an agreement with Peckham & McKenney, Inc. in the amount of $27,000 for recruitment services for the position of City Manager FISCAL IMPACT: None Amount Budgeted: $30,000 Additional Appropriation: None Account Number(s): 101-400-1450-5101 (General Fund – Personnel/Professional/Technical Services) ORIGINATED BY: Julie DeZiel, Human Resources Manager REVIEWED BY: Gabriella Yap, Deputy City Manager APPROVED BY: Doug Willmore, City Manager ATTACHED SUPPORTING DOCUMENTS: A. Agreement with Peckham & McKenney, Inc. for City Manager Recruitment Services (page A-1) BACKGROUND AND DISCUSSION: On September 17, 2019, the City Council in closed session approved to contract with Peckham & McKenney for recruitment services for the position of City Manager. The contract with Peckham & McKenney is not to exceed $27,000.00, which includes all needed out-of-pocket expenses. The agreement and schedule of compensation are attached as Attachment A. 1 CITY OF RANCHO PALOS VERDES EXECUTIVE SEARCH CONTRACT SERVICES AGREEMENT This EXECUTIVE SEARCH CONTRACT SERVICES AGREEMENT (herein “Agreement”) is made and entered into this 1st day of October 2019, by and between the CITY OF RANCHO PALOS VERDES, a general law city & municipal corporation, (herein “City”) and PECKHAM & MCKENNEY, INC., a California corporation (herein “Consultant”). NOW, THEREFORE, the parties hereto agree as follows: 1.0 SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, Consultant shall perform the services set forth in the “Scope of Services & Schedule of Performance” attached hereto as Exhibit “A” and incorporated herein by reference. Consultant warrants that all services set forth in Exhibit “A” will be performed in a competent, professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided 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 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 this Agreement. 2.0 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 “B” and incorporated herein by this reference, but not exceeding the maximum contract amount of Twenty-Seven Thousand Dollars ($27,000.00) (“Contract Sum”) which sum includes all needed out-of-pocket expenses. 2.2 Method of Payment. Provided that Consultant is not in default under the terms of this Agreement, Consultant shall be paid pursuant to the schedule listed on Exhibit “B.” 2.3 Availability of Funds. This Agreement is valid and enforceable only if sufficient funds are made available by the City Council of the City for the purposes of this Agreement. The availability of funding is affected by matters outside the City’s control, including other governmental entities. Accordingly, the City has the option to void the whole Agreement or to amend the Agreement to reflect unanticipated reduction in funding, for any reason. / / / A-1 01203.0004/599016.3 3.0 COORDINATION OF WORK 3.1 Representative of Consultant. Bobbi C. Peckham, President, is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith. Consultant’s representative shall be available to be contacted by e-mail at www.peckhamandmckenney.com or by telephone at 866.912.1919. 3.2 Contract Officer(s). Ms. Gabrielle Yap, or her designee, is hereby designated as being the representatives of City authorized to act in its behalf with respect to the services specified herein and make those decisions designated in Exhibit “A” (“Contract Officer(s)”). She shall have the right to designate another Contract Officer(s) by providing written notice to Consultant. 3.3 Prohibition Against Subcontracting or Assignment. Except as noted herein, 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, vol untarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 3.4 Independent Contractor. 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 and shall remain under 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. 4.0 INSURANCE AND INDEMNIFICATION 4.1 Insurance. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Comprehensive General Liability Insurance. A policy of comprehensive general liability insurance written on a per occurrence basis in an amount not less than a combined single limit of $2,000,000.00 per occurrence and $4,000,000.00 products and completed operations. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Consultant and the City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. A-2 01203.0004/599016.3 (c) Automotive Insurance. A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than $1,000,000.00. Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Professional Liability Insurance. A policy of professional liability insurance in an amount not less than $1,000,000.00 per claim with respect to loss arising from the actions of Consultant performing professional services hereunder on behalf of the City. All of the above policies of insurance shall be primary insurance and shall name the City, its officers, employees and agents as additional insureds. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing thirty (30) days prior written notice by registered mail to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4.1 to City’s City Manager. No work or services under this Agreement shall commence until the Consultant has provided to City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by City’s City Manager. CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] ______________ Agent Initials Consultant agrees that the provisions of this Section 4.1 shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible. The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City due to unique circumstances. 4.2 Indemnification. Consultant agrees to indemnify City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, including paying any legal costs, attorneys fees, or paying any judgment A-3 01203.0004/599016.3 (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 or services of Consultant, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Consultant hereunder, or arising from Consultant's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, but excluding such claims or liabilities to the extent caused by the negligence or willful misconduct of the City. 5.0 TERM 5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this Agreement shall continue in full force and effect until a new City Manager’s contract is executed by City or until April 30, 2020, which ever shall first occur. 5.2 Termination Prior to Expiration of Term. Either party may terminate this Agreement at any time, with or without cause, upon fourteen (14) days’ written notice to the other party. Upon receipt of the notice of termination, the Consultant shall immediately cease all work or services hereunder except as may be specifically approved by the Contract Officer(s). In the event of termination by the City, Consultant shall be entitled to compensation for all services rendered prior to the effectiveness of the notice of termination and for such additional services specifically authorized by the Contract Officer(s) and City shall be entitled to reimbursement for any compensation paid in excess of the services rendered. 6.0 MISCELLANEOUS 6.1 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, marital status, national origin, or ancestry 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, marital status, national origin or ancestry. 6.2 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 t he Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 6.3 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. When requested by the Contract Officer, prior to the City’s A-4 01203.0004/599016.3 execution of this Agreement, Consultant shall provide the City with an executed statement of economic interest. 6.4 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 City, to the City Manager, City of Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275, and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. 6.5 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. 6.6 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. 6.7 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. 6.8 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting 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. 6.9 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 may be granted, whether legal or equitable, shall be entitled to reasonabl e attorneys’ fees, whether or not the matter proceeds to judgment. 6.10. 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 A-5 01203.0004/599016.3 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 §§ 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 _______ 6.10. 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 thi s 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) that entering into this Agreement does not violate any provision of any other Agreement to which said part y is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] A-6 01203.0004/599016.3 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 Jerry V. Duhovic, Mayor ATTEST: Emily Colborn, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CONSULTANT: PECKHAM & MCKENNEY, INC., a California corporation By: Name: Bobbi Peckham Title: President By: Name: Phil McKenney Title: Chief Operating Officer Address: 300 Harding Boulevard, Suite 203D, Roseville, CA 95678 Telephone: 866.912.1919 E-Mail: www.peckhamandmckenney.com 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, any Assistant 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. A-7 01007.0004.91183.01 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2019 before me, ________________, personally appeared ________________, proved to me on 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 that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ 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(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE 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. A-8 01007.0004.91183.01 9 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2019 before me, ________________, personally appeared ________________, proved to me on 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 per son(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. WITNESS my hand and official seal. Signature: _____________________________________ 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(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE 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. A-9 Exhibit “A” EXHIBIT "A" SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE Initial Conference Call – Within fourteen (14) calendar days from City’s written notice to proceed, Consultant shall schedule a conference call with City’s Contract Officer(s) to discuss the process, listen to specific desires and expectations, and respond to any questions or concerns. City’s Contract Officer(s) will determine the extent of involvement of other individuals in the search process and to discuss specific desires and expectations of City relating to the development of the candidate profile, finalist interview process, and the various components of the scope of services. Development of Candidate Profile (on-site meeting #1) – Within fourteen (14) calendar days of the initial conference call, Consultant shall identify potential candidates, outreach and recruitment efforts, screening and selection of City’s next City Manager. The Candidate Profile includes information relating to the City of Rancho Palos Verdes; current and future issues and opportunities; expectations, goals, and objectives leading to the success of the new City Manager; and the background and experience, leadership style, skills and abilities, and personality traits of the ideal candidate. Such profile shall be developed following individual discussions with members of the City Council. Profile development shall include one day at City Hall (or such other location to be designated by City’s Contract Officer(s)). City will provide needed background information relating to compensation and benefits, organization charts, and budget data, and high-resolution images to be used in a professional brochure to market the search. A draft Candidate Profile will be provided to City’s Contract Officer(s) for review and approval. Once approved, Consultant’s marketing and design staff will then prepare a professional marketing brochure incorporating the Candidate Profile. This brochure will be distributed to up to 500 identified industry professionals, and it will also be available on Consultant’s web site. Copies of the brochure will also be made available to City. Within fourteen (14) calendar days of City’s approval of the Candidate Profile , Consultant shall place advertisements in the appropriate industry publications and websites, and will assume responsibility for undertaking the search in an accurate and professional manner. Social media, including LinkedIn and other venues, will be used as appropriate. Full information on the position will be posted on Consultant’s website and provided to City for posting as well. Recruitment – The period of the recruitment shall be for six (6) weeks following the placement of advertising for the position of City’s City Manager. Consultant shall regularly update City’s Contract Officer(s) on the recruitment status and share questions, concerns, and comments received from potential candidates as they consider the opportunity. As resumes are received, they will be promptly acknowledged within 48 hours, and Consultant shall respond to all inquiries. Once the resume filing deadline has passed, Consultant shall update City’s Contract Officer(s) on the status of the recruitment, the number of resumes received, and schedule preliminary candidate interviews. Preliminary Interviews – Consultant shall complete its preliminary review of candidate resumes within fourteen (14) calendar days of the close of the recruitment period. Upon review of the resumes received, supplemental questionnaires will be sent to candidates who appear to meet the Candidate Profile. Following a thorough review of the supplemental questionnaires, Consultant shall conduct preliminary interviews with those individuals most closely matching the Candidate Profile. A-10 EXHIBIT "A" 276/099999-3000/2160597.4 m06/26/97 Preliminary interviews shall be concluded within fourteen (14) calendar days of completion of the preliminary review of candidate resumes. Internet research will also be conducted so that Consultant may probe any areas of concern. Candidates will be advised of the search schedule and updated regularly as to their status. Recommendation of Candidates/Selection of Finalists (on-site meeting #2) – Consultant shall provide a bound report to the Mayor and City Council prior any meeting to discuss Consultant’s recommendation of leading candidates within seven (7) calendar days of the conclusion of the preliminary candidate interviews and follow-one questions. This report shall include a full listing of all candidates who applied for the position, as well as the cover letters, resumes, and supplemental questionnaires of the recommended group of candidates for further consideration. Consultant may include a first and second tier of candidates within our recommendation. Consultant shall, within seven (7) calendar days of submission of the bound report, at either a regular or special meeting of the City Council, meet with the City Council in closed session to provide an overview of each recommended candidate as well as share any concerns or negative information. Once a group of finalists has been selected by the City Council, Consultant will coordinate with the City Council a finalist interview process. Consultant shall schedule, and meet with the City Council in closed session, the finalist interview process (leading four to eight candidates), and shall provide recommendations on the finalist interview process. Those candidates selected as finalists will be notified and provided with all necessary information to attend finalist interviews with the City. Consultant shall prepare an interview schedule and confirm with City’s Contract Officer(s) all necessary details. Finalists shall make their own travel plans and reservations. Consultant will confirm with City’s Contract Officer(s) whether City will reimburse finalists for round-trip airfare, car rental, and lodging necessary to attend the interviews with the City. Finalist Interview Process (on-site meeting #3) (First Round) – Consultant shall, at either a regular or special meeting of the City Council, meet with the City Council in closed session and provide on-site facilitation during the finalist interview process. An orientation session will be held at the beginning of such closed session, and Consultant will facilitate a review and discussion of the finalists at the end of the day. Interview materials, including suggested interview questions, evaluation and ranking sheets will be provided. (Second Round – held on consecutive day as First Round and as needed) – Consultant shall, at either a regular or special meeting of the City Council, meet with the City Council in closed session and provide on-site facilitation during this second round of interviews, if and as needed, with the leading two to three finalists. Qualification – Within seven (7) calendar days of City’s City Council selection of finalist candidate has been selected and the conditional offer has been made by City, a thorough background check will be conducted that is compliant with the Fair Credit Reporting Act and Investigative Consumer Reporting Agencies Act. Consultant is authorized to utilize the services of Sterling Talent Solutions (www.sterlingtalentsolutions.ca) in conducting background checks. This investigation will verify professional work experience; degree verification; certifications; and criminal, civil, credit, and motor vehicle records. Consultant shall also contact professional references, and a full report will be provided. This comprehensive process ensures that only the most thoroughly screened candidate is hired. In addition, negotiation assistance will be provided as requested by the City of Rancho Palos Verdes. A-11 Exhibit “B” EXHIBIT "B" SCHEDULE OF COMPENSATION Consultant shall undertake the executive search for the City Manager position for a flat fee of $27,000.00 total. The all-inclusive fee includes professional fees and expenses (out-of-pocket costs associated with advertising, consultant travel, administrative support/printing/copying/postage/materials, telephone/technology, partial background checks on recommended candidates, and full background check on selected finalist only). Travel expenses shall not be reimbursed. Consultant shall be paid 30% of the total compensation upon execution of this Agreement. The balance of the Contract Sum shall be paid once the City has approved contracts for its new City Manager. If the new City Manager is terminated or leaves the City within one year from the date of hire, Consultant agrees that it shall conduct a new search to replace the City Manager at no cost to the City. A-12