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HomeMy WebLinkAboutBob Murray & Associates 07.12.2021PROFESSIONAL SERVICES AGREEMENT This agreement is made by and between the TOWN OF LOS ALTOS I IILLS (the CLIENT), and BOB MURRAY & ASSOCIATES (the CONSULTANT). A. Engagement: The CLIENT agrees to engage the CONSULTANT to perform the services described below, the project described as an executive recruitment for a CITY MANAGER (the Search). B. Services: The CONSULTANT agrees to perform certain services necessary for the completion of the search, which services shall include the follo`ving: a. Develop the Candidate Profile b. Develop Advertising Campaign and Recruitment Brochure c. Recruit Candidates d. Screen Candidates e. Conduct Personal Interviews £ Conduct Public Record Search g. Provide Recommendation h. Assist with Final Interviews i. Conduct Detailed Reference Checks j. Assist with Negotiations k. Provide Complete Administrative Assistance As described in the proposal dated June 1, 2021. C. Relationship: The CONSULTANT is an independent contractor and is not to be considered an agent or employee of the CLIENT. D. Compensation: As full compensation C o the CONSULTANT'S professional services performed hereunder, the CLIENT shall pay the CONSULTANT the fixed amount of $18,500 (Eighteen Thousand Five Hundred Dollars). This amount includes three (3) meetings on site at CLIENT's place of business between CLIENT and CONSULTANT. Additional on-site meetings will incur additional professional services fees. E. Expense Reimbursement: The CONSULTANT shall be entitled to reimbursement for expenses from the CLIENT for consultant travel; advertising; recruitment brochure layout, typeset, and printing; clerical; express mail delivery; printing and binding; background and public records checks; education verification; and credit checks. First class mail postage, photocopying, and telephone charges are allocated costs. Expenses to be reimbursed shall not exceed $7,000 (Seven Thousand Dollars) without prior approval of the CLIENT. The expense reimbursement includes background and public records checks, education verification, and credit checks for up to three (3) final candidates. Additional reference checks will incur additional expense fees. Documentation of reimbursable expenses shall be provided upon request of the CLIENT; failure to request documentation prior to receipt of CONSULTANT'S invoice shall not serve as reason to delay payment. F. Compensation for Additional Services: In the event the CLIENT elects to require additional services of the CONSULTANT in addition to those described in Paragraph B, the CONSULTANT shall be compensated at an agreed-upon rate. G. Should a candidate recommended by our firm position resign or be terminated within the first 12 months of employment, we will provide the TOWN OF LOS ALTOS HILLS with professional services to secure a replacement. Services will be provided at no cost, aside from expenses incurred on the TOWN OF LOS ALTOS HILLS's behalf during the new search. We are confident in our ability to recruit outstanding candidates and do not expect the CitST to find it necessary to exercise this provision of our proposal. H. Method of Payment: The CLIENT shall be billed monthly by the CONSULTANT for the professional services completed as of that date. Expenses shall be billed and due at the same time. Invoices shall be submitted to the following individual or department in the CLIENT organization: Invoicing/Billing Contact (client): Sarina Revillar, Administrative Services Director srevillar�losaltoslylls. ca. Dov I. Term: The term of this agreement shall commence upon full execution of this agreement, at which time CONSULTANT shall begin work on the Search and shall continue until the Search is completed. Completion of work is defined as the CLIENT'S offer being accepted by the selected candidate. J. Termination: This agreement may be terminated; (a) by either party at any time for failure of the other partST to comply with the terms and conditions of this Agreement; (b) by either party upon 10 days' prior written notice to the other party; or (c) upon mutual written agreement of both parties. In the event of termination, the CONSULTANT shall stop work immediately and shall be entitled to compensation for professional fees and expense reimbursement to the date of termination and for any work necessitated by that termination. K. Indemnit5r: Except for loss, damages, liabili ty, claims, suits, costs and expenses whatsoever, including reasonable attorney's fees, caused solely by the negligence of the CLIENT, its Council, boards, commissions, officers and employees, CONSULTANT shall indemnir, defend and hold harmless the CLIENT, its Council, boards and commissions, officers, and employees from and against any and all loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorney's fees, regardless of the merits or outcome of any such claim or suit arising from or in any manner connected to CONSULTANT's negligent act or omission regarding performance of services or work conducted or performed pursuant to this Agreement. L. Miscellaneous: a. The entire agreement between the parties with respect to the subject matter hereunder is contained in this agreement. b. Neither this agreement nor any rights or obligations hereunder shall be assigned or delegated by the CONSULTANT without the prior written consent of the CLIENT. c. This agreement shall be modified only by written agreement duly executed by the CLIENT and the CONSULTANT. d. Should any of the provisions hereunder be found to be invalid, void or voidable by a court, the remaining provisions shall remain in full force and effect. e. This agreement shall be governed by and construed in accordance with the laws of the State of California. f. All notices required or permitted under this agreement shall be deemed to have been given if and when deposited in the United States mail, properly stamped and addressed to the party for whom intended at such party's address listed below, or when delivered personally to such party. A party may change its address for notice hereunder by giving written notice to the other party. Wherefore, the parties have entered into this agreement as of the latex of the dates stated below. Approved: Dated: June 17, 2021 • : u :::�i�:F.Y.Y�Z��:\ Gary P ps Title: Executive Vice President 1544 Eureka Road, Suite 280 Roseville, CA 95661 Dated: J'�Y 12 , 2021 TOWN OF LOS ALTOS HILLS By: Kavita Tankha, Mayor Title: