Peckham & McKenney Inc - FY2020-032 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.
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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
bobbi@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, voluntarily 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.
01203.0004/599016.4
(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 HEREI
[to be initialed] IJ"`
gent 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
01203.0004/599016.4
(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 the 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
01203.0004/599016.4
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 reasonable 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
01203.0004/599016.4
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 Initia
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 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) that 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 FOLLOWING PAGE]
01203.0004/599016.4
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
.erg _
£ hovic, Mayor
ATTEST:
r mily Itirn, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
ke).
William W. Wynde ,, CityAttorney
yn
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.
01203.0004/599016.4
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
Jerry V. Duhovic, Mayor
A' ST:
-116
4111ft ,lbo ', City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CONSULTANT:
PECKHAM & MCKENNEY, INC., a California
corporation
By:/ ('? 4144„._
Name: Bob i Peckham
Title: P dent
By: 01)4 ,7
Name: Phil McKenne
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.
01203.0004/599016.4
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 �I P� µ
On 11(2- ,2019 before me;-►a�''unwo•( tY,personally appear-•g° �P ,proved m 1
the basis of satisfactory evidence e the person(s)whose names(s) ' ubscribed to the within instrument and
acknowl3 1-d to me that he/she/�a ,xecuted the same in his/her/ .uthorized capacity(ies),and that by
his/her/, ignature(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.
JOHNATHAN KNEFF
WI S my hand andial seal. ; '_ Comm.#2269766
�'-`�'�" NotaryPublic•California 73
vIL°t`
•r / Placer County
Comm.Ex• res Dec 4,2022
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) El 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
01007.0004.91183.01
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) —This step provides for the development
of the Candidate Profile that will serve as a guide in the identification of potential candidates,
outreach and recruitment efforts, screening and selection of your 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.
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 Linkedln 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 —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.
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.
Exhibit"A"
Recommendation of Candidates/Selection of Finalists (on-site meeting #2) — Consultant shall
provide a bound report to the Mayor and City Council prior to meeting to discuss Consultant's
recommendation of leading candidates. 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, 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.
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 — Upon City's City Council selection of finalist candidate 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.
EXHIBIT "A"
276/099999-3000/2160597.4 m06/26/97
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 of
selected candidates is not included in this flat fee, however the City may choose to reimburse
candidates for travel to the finalist interview process..
Consultant shall be paid 30% ($9,000) of the total compensation upon execution of this Agreement.
An additional 30% ($9,000) will be invoiced 30 days later, an additional 20% ($8,100) will be
invoiced 30 days later, and the final 10% ($900) will be due upon the new City Manager signing of
the employment agreement. 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, except expenses incurred by the Consultant.
Exhibit"B"