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Contract # : C18-0540 - PECKHAM & MCKENNEY, INC. - Execution Date: 6/20/2018 C l 8-0540 SERVICES AGREEMENT — (Not Construction Related) FOR EXECUTIVE SEARCH SERVICES —PECKHAM & McKENNEY, INC. This Services Agreement("Agreement")is entered into and effective between the CITY OF GLENDALE,an Arizona municipal corporation ("City") and Peckham&McKenney,Inc.,a California corporation, ("Consultant") as of the(401" day of ,2018 ("Effective Date"). RECITALS A. City intends to undertake a project for the benefit of the public and with public funds (the "Project"); B. City desires to retain the professional services of Consultant to perform certain specific duties and produce the specific work as set forth in the attached Exhibit A,Project Scope of Work("Scope"); C. Consultant desires to provide City with services ("Services") consistent with industry-best practices and the standards set forth in this Agreement,in order to complete the Project;and D. City and Consultant desire to memorialise their agreement with this document. AGREEMENT The parties hereby agree as follows: 1. Key Personnel;Other Consultants and Subcontractors. 1.1 Services. Consultant will provide all Services necessary to assure the Project is completed timely and efficiently consistent within Project requirements,including,but not limited to,working in close interaction and interfacing with City and its designated employees,and working closely with others,including other consultants or contractors,retained by City. 2. Schedule. The Services will be undertaken in a manner that ensures the Project is completed timely and efficiently in accordance with the Schedule attached as Exhibit B. 3. Consultant's Work. 3.1 Standard. Consultant must perform Services in accordance with the standards of due diligence, care,and quality prevailing among consultants having substantial experience with the successful furnishing of Services for projects that are equivalent in size,scope,quality,and other criteria under the Project and identified in this Agreement. 3.2 Licensing. Consultant warrants that: a. Consultant currently holds all appropriate and required licenses,registrations and other approvals necessary for the lawful furnishing of Services ("Approvals");and b. Neither Consultant nor any Subconsultant has been debarred or otherwise legally excluded from contracting with any federal, state, or local governmental entity("Debarment"). (1) City is under no obligation to ascertain or confirm the existence or issuance of any Approvals or Debarments,or to examine Consultant's contracting ability. (2) Consultant must notify City immediately if any Approvals or Debarment changes during the Agreement's duration.The failure of the Consultant to notify City as required will constitute a material default under the Agreement. 1 1/29/18 3.3 Compliance. a. Services will be furnished in compliance with applicable federal,state,county and local statutes,rules,regulations,ordinances,building codes,life safety codes,and other standards and criteria designated by City. b. Consultant must not discriminate against any employee or applicant for employment on the basis of race,color,religion,sex,national origin,age,marital status,sexual orientation, gender identity or expression,genetic characteristics, familial status,U.S.military veteran status or any disability. Consultant will require any Sub-contractor to be bound to the same requirements as stated within this section. Consultant,and on behalf of any subcontractors, warrants compliance with this section. 3.4 Work Product. a. Ownership. Upon receipt of payment for Services furnished,Consultant grants to City exclusive ownership of and all copyrights,if any,to evaluations,reports,drawings, specifications,project manuals,surveys,estimates,reviews,minutes,all"architectural work" as defined in the United States Copyright Act, 17 U.S.0 4 101, et seq.,and other intellectual work product as may be applicable ("Work Product"). (1) This grant is effective whether the Work Product is on paper(e.g.,a"hard copy"), in electronic format, or in some other form. (2) Consultant warrants,and agrees to indemnify,hold harmless and defend City for, from and against any claim that any Work Product infringes on third-party proprietary interests. b. Delivery. Consultant will deliver to City copies of the preliminary and completed Work Product promptly as they are prepared. c. City Use. (1) City may reuse the Work Product at its sole discretion. (2) In the event the Work Product is used for another project without further consultations with Consultant,the City agrees to indemnify and hold Consultant harmless from any claim arising out of the Work Product. (3) In such case,City will also remove any seal and title block from the Work Product. 4. Compensation for the Project. 4.1 Compensation. Consultant's compensation for the Project,including those furnished by its Subconsultants or Subcontractors will not exceed$27,000.00 as specifically detailed in Exhibit C ("Compensation"). 4.2 Change in Scope of Project. The Compensation may be equitably adjusted if the originally contemplated Scope as outlined in the Project is significantly modified. a. Adjustments to Compensation require a written amendment to this Agreement and may require City Council approval. b. Additional services which are outside the Scope of the Project contained in this Agreement may not be performed by the Consultant without prior written authorization from the City. c. Notwithstanding the incorporation of the Exhibits to this Agreement by reference,should any conflict arise between the provisions of this Agreement and the provisions found in the Exhibits and accompanying attachments,the provisions of this Agreement shall take priority and govern the conduct of the parties. 2 1/29/18 4.3 Allowances. An"Allowance"may be identified only for work that is required by the Scope and the value of which cannot reasonably be quantified at the time of this Agreement. a. As stated in Sec.4.1 above,the Compensation must incorporate all Allowance amounts and any unused allowance at the completion of the Project will remain with City. b. Consultant may not add any mark-up for work identified as an Allowance and which is to be performed by a Subconsultant. c. Consultant will not use any portion of an Allowance without prior written authorization from the City. d. Examples of Allowance items include,but are not limited to, subsurface pothole investigations,survey,geotechnical investigations,public participation,radio path studies and material testing. 5. Billings and Payment. 5.1 Applications. a. Consultant will submit monthly invoices (each,a"Payment Application") to City's Project Manager and City will remit payments based upon the Payment Application as stated below. b. The period covered by each Payment Application will be one calendar month ending on the last day of the month. 5.2 Payment. a. After a full and complete Payment Application is received,City will process and remit payment within 30 days. b. Payment may be subject to or conditioned upon City's receipt of: (1) Completed work generated by Consultant and its Subconsultants;and (2) Unconditional waivers and releases on final payment from all Subconsultants as City may reasonably request to assure the Project will be free of claims arising from required performances under this Agreement. 5.3 Review and Withholding. City's Project Manager will timely review and certify Payment Applications. a. If the Payment Application is rejected,the Project Manager will issue a written listing of the items not approved for payment. b. City may withhold an amount sufficient to pay expenses that City reasonably expects to incur in correcting the deficiency or deficiencies rejected for payment. 6. Termination. 6.1 For Convenience. City may terminate this Agreement for convenience,without cause,by delivering a written termination notice stating the effective termination date,which may not be less than 15 days following the date of delivery. a. Consultant will be equitably compensated for Services furnished prior to receipt of the termination notice and for reasonable costs incurred. b. Consultant will also be similarly compensated for any approved effort expended,and approved costs incurred,that are directly associated with Project closeout and delivery of the required items to the City. 6.2 For Cause. City may terminate this Agreement for cause if Consultant fails to cure any breach of this Agreement within seven days after receipt of written notice specifying the breach. 3 1/29/18 a. Consultant will not be entitled to further payment until after City has determined its damages. If City's damages resulting from the breach,as determined by City,are less than the equitable amount due but not paid Consultant for Services furnished, City will pay the amount due to Consultant,less City's damages,in accordance with the provisions of Sec. 5. b. If City's direct damages exceed amounts otherwise due to Consultant, Consultant must pay the difference to City immediately upon demand;however,Consultant will not be subject to consequential damages more than$1,000,000 or the amount of this Agreement, whichever is greater. 7. Conflict. Consultant acknowledges this Agreement is subject to A.R.S. § 38-511,which allows for cancellation of this Agreement in the event any person who is significantly involved in initiating, negotiating, securing,drafting,or creating the Agreement on City's behalf is also an employee,agent,or consultant of any other party to this Agreement. 8. Insurance.For the duration of the term of this Agreement,Consultant shall procure and maintain insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of all tasks or work necessary to complete the Project as herein defined. Such insurance shall cover Consultant,its agent(s),representative(s), employee(s) and any subcontractors. 8.1 Minimum Scope and Limit of Insurance. Coverage must be at least as broad as: a. Commercial General Liability(CGL): Insurance Services Office Form CG 00 01, including products and completed operations,with limits of no less than$1,000,000 per occurrence for bodily injury,personal injury,and property damage. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto),with limits no less than$1,000,000 per accident for bodily injury and property damage. c. Worker's Compensation: Insurance as required by the State of Arizona,with Statutory Limits,and Employers'Liability insurance with a limit of no less than$1,000,000 per accident for bodily injury or disease. 8.2. Indemnification. a. To the fullest extent permitted by law,Consultant must defend,indemnify,and hold harmless City and its elected officials,officers,employees and agents (each,an "Indemnified Party," collectively,the"Indemnified Parties") for, from,and against any and all claims,demands,actions,damages,judgments,settlements,personal injury(including sickness, disease,death,and bodily harm),property damage (including loss of use), infringement,governmental action and all other losses and expenses,including attorneys' fees and litigation expenses (each,a "Demand or Expense" collectively"Demands or Expenses") asserted by a third-party(i.e. a person or entity other than City or Consultant) and that arises out of or results from the breach of this Agreement by the Consultant or the Consultant's negligent actions,errors or omissions (including any Subconsultant or Subcontractor or other person or firm employed by Consultant),whether sustained before or after completion of the Project. b. This indemnity and hold harmless provision applies even if a Demand or Expense is in part due to the Indemnified Party's negligence or breach of a responsibility under this Agreement,but in that event, Consultant will be liable only to the extent the Demand or Expense results from the negligence or breach of a responsibility of Consultant or of any person or entity for whom Consultant is responsible. c. Consultant is not required to indemnify any Indemnified Parties for,from,or against any Demand or Expense resulting from the Indemnified Party's sole negligence or other fault solely attributable to the Indemnified Party. 4 1/29/18 8.3 Other Insurance Provisions. The insurance policies required by the Section above must contain, or be endorsed to contain the following insurance provisions: a. The City,its officers,officials,employees and volunteers are to be covered as additional insureds of the CGL and automobile policies for any liability arising from or in connection with the performance of all tasks or work necessary to complete the Project as herein defined. Such liability may arise,but is not limited to,liability for materials,parts or equipment furnished in connection with any tasks, or work performed by Consultant or on its behalf and for liability arising from automobiles owned,leased,hired or borrowed on behalf of the Consultant. General liability coverage can be provided in the form of an endorsement to the Consultant's existing insurance policies,provided such endorsement is at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 23 37,if later revisions are used. b. For any claims related to this Project,the Consultant's insurance coverage shall be primary insurance with respect to the City,its officers,officials,employees,and volunteers.Any insurance or self-insurance maintained by the City,its officers,officials, employees or volunteers shall be in excess of the Consultant's insurance and shall not contribute with it. c. Each insurance policy required by this Section shall provide that coverage shall not be canceled,except after providing notice to the City. 8.4 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating of no less than A:VII,unless the Consultant has obtained prior approval from the City stating that a non-conforming insurer is acceptable to the City. 8.5 Waiver of Subrogation. Consultant hereby agrees to waive its rights of subrogation which any insurer may acquire from Consultant by virtue of the payment of any loss. Consultant agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation.The Workers'Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant,its employees,agent(s) and subcontractor(s). 8.6 Verification of Coverage. Within 15 days of the Effective Date of this Agreement,Consultant shall furnish the City with original certificates and amendatory endorsements,or copies of any applicable insurance language making the coverage required by this Agreement effective.All certificates and endorsements must be received and approved by the City before work commences.Failure to obtain, submit or secure the City's approval of the required insurance policies,certificates or endorsements prior to the City's agreement that work may commence shall not waive the Consultant's obligations to obtain and verify insurance coverage as otherwise provided in this Section.The City reserves the right to require complete,certified copies of all required insurance policies,including any endorsements or amendments,required by this Agreement at any time during the Term stated herein. Consultant's failure to obtain,submit or secure the City's approval of the required insurance policies,certificates or endorsements shall not be considered a Force Majeure or defense for any failure by the Consultant to comply with the terms and conditions of the Agreement,including any schedule for performance or completion of the Project. 8.7 Subcontractors. Consultant shall require and shall verify that all subcontractors maintain insurance meeting all requirements of this Agreement. 8.8 Special Risk or Circumstances. The City reserves the right to modify these insurance requirements, including any limits of coverage,based on the nature of the risk,prior experience,insurer,coverage or other circumstances unique to the Consultant, the Project or the insurer. 9. E-verify,Records and Audits.To the extent applicable under A.R.S. §41-4401,the Consultant warrants its compliance and that of its Subconsultants with all federal immigration laws and regulations that relate to 5 1/29/18 their employees and compliance with the E-verify requirements under A.R.S. §23-214(A).The Consultant or Subconsultant's breach of this warranty shall be deemed a material breach of the Agreement and may result in the termination of the Agreement by the City under the terms of this Agreement.The City retains the legal right to randomly inspect the papers and records of the other party to ensure that the other party is complying with the above-mentioned warranty.The Consultant and Subconsultant warrant to keep their respective papers and records open for random inspection during normal business hours by the other party. The Consultant and Subconsultant shall cooperate with the City's random inspections,including granting the City entry rights onto their respective properties to perform the random inspections and waiving their respective rights to keep such papers and records confidential. 10. No Boycott of Israel. The Parties agree that they are not currently engaged in,and agree that for the duration of the Agreement they will not engage in,a boycott of Israel,as that term is defined in A.R.S. 535- 393. 11. Attestation of PCI Compliance. When applicable,the Contractor will provide the City annually with a Payment Card Industry Data Security Standard(PCI DSS) attestation of compliance certificate signed by an officer of Contractor with oversight responsibility. 12. Notices. 12.1 A notice,request or other communication that is required or permitted under this Agreement(each a"Notice")will be effective only if: a. The Notice is in writing;and b. Delivered in person or by overnight courier service (delivery charges prepaid),certified or registered mail(return receipt requested). c. Notice will be deemed to have been delivered to the person to whom it is addressed as of the date of receipt,if: (1) Received on a business day before 5:00 p.m. at the address for Notices identified for the Party in this Agreement by U.S.Mail,hand delivery,or overnight courier service;or (2) As of the next business day after receipt,if received after 5:00 p.m. d. The burden of proof of the place and time of delivery is upon the Party giving the Notice. e. Digitalized signatures and copies of signatures will have the same effect as original signatures. 12.2 Representatives. a. Consultant. Consultant's representative(the"Consultant's Representative") authorized to act on Consultant's behalf with respect to the Project,and his or her address for Notice delivery is: Peckham&McKenney c/o Andrew(Drew) Gorgey,Vice President,Western Region 513 Easy St. Glenwood Springs,Colorado 81601 b. City. City's representative ("City's Representative") authorized to act on City's behalf,and his or her address for Notice delivery is: City of Glendale c/o Jim Brown,Director,Human Resources and Risk Management 5850 W. Glendale Ave. Glendale,Arizona 85301 6 1/29/18 With required copy to: City Manager City Attorney City of Glendale City of Glendale 5850 West Glendale Avenue 5850 West Glendale Avenue Glendale,Arizona 85301 Glendale,Arizona 85301 c. Concurrent Notices. (1) All notices to City's representative must be given concurrently to City Manager and City Attorney. (2) A notice will not be deemed to have been received by City's representative until the time that it has also been received by the City Manager and the City Attorney. (3) City may appoint one or more designees for the purpose of receiving notice by delivery of a written notice to Consultant identifying the designee(s) and their respective addresses for notices. 13. Entire Agreement; Survival; Counterparts;Signatures. 13.1 Integration. This Agreement contains,except as stated below,the entire agreement between City and Consultant and supersedes all prior conversations and negotiations between the parties regarding the Project or this Agreement. a. Neither Party has made any representations,warranties or agreements as to any matters concerning the Agreement's subject matter. b. Representations,statements,conditions,or warranties not contained in this Agreement will not be binding on the parties. c. Inconsistencies between the solicitation,any addenda attached to the solicitation,the response or any excerpts,if any,and this Agreement,will be resolved by the terms and conditions stated in this Agreement. 13.2 Interpretation. a. The parties fairly negotiated the Agreement's provisions to the extent they believed necessary and with the legal representation they deemed appropriate. b. The parties are of equal bargaining position and this Agreement must be construed equally between the parties without consideration of which of the parties may have drafted this Agreement. c. The Agreement will be interpreted in accordance with the laws of the State of Arizona. 13.3 Survival. Except as specifically provided otherwise in this Agreement,each warranty, representation,indemnification and hold harmless provision,insurance requirement,and every other right,remedy and responsibility of a Party,will survive completion of the Project,or the earlier termination of this Agreement. 13.4 Amendment. No amendment to this Agreement will be binding unless in writing and executed by the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement. Any amendment may be subject to City Council approval. 13.5 Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of any one or more right or remedy will not affect any other rights or remedies under this Agreement or applicable law. 13.6 Severability. If any provision of this Agreement is voided or found unenforceable,that determination will not affect the validity of the other provisions,and the voided or unenforceable provision will be reformed to conform with applicable law. 7 1/29/18 13.7 Counterparts. This Agreement may be executed in counterparts,and all counterparts will together comprise one instrument. 14. Term. 14.1 The term of this Agreement commences upon the effective date and continues for a one-year period,unless all activities identified in the Project/Scope of Work(Exhibit A) and Schedule (Exhibit B) are completed sooner.This contract will terminate when the City is satisfied that all activities have been completed by the Consultant or the one-year anniversary of the Effective Date, whichever is sooner.There are no renewals. 15. Dispute Resolution. Any controversy or claim arising out of or relating to this contract,or the breach thereof,shall be settled by arbitration administered according to the American Arbitration Association's Commercial Arbitration Rules,and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. 16. Exhibits. The following exhibits,with reference to the term in which they are first referenced,are incorporated by this reference. Exhibit A Project/Scope of Work Exhibit B Schedule Exhibit C Compensation [SIGNATURES ON FOLLOWING PAGE.] 8 1/29/18 The parties enter into this Agreement effective as of the date shown above. City of Glendale, an Arizona municipal corporation /4(/' evin Phelps I : City Manager A 1'I lST: 11,/ /. Juli :ower City Clerk (SEAL) APPROVED AS TO FORM: 11111 _ Michael t Bailey City Attorney Pec .m : v cKenn Inc., a Ca form: u .• .orati n By: An. ew Gorgey Its: Vice President,Western Region 9 1/29/18 EXHIBIT A Services Agreement PROJECT/SCOPE OF WORK P E C KHAM limo' moo. MCKENNEY EXECUTIVE SEARCH May 22, 2018 Mr. Jim Brown Director of Human Resources and Risk Management City of Glendale City Hall 5850 West Glendale Avenue Glendale, AZ 85301 (Via electronic mail to JWBrown@glendaleaz.com) Dear Director Brown: Thank you for the opportunity to express our interest in assisting the City of Glendale(City) in the recruitment of a new Assistant City Manager. Based on our recent experience assisting the City in the successful recruitment of a new Planning Administrator, and in conducting similar searches, we are fully prepared to team with the City to ensure a successful outcome again. It is our understanding the City is interested in a full recruitment and outreach process, leading to the successful placement of a candidate that"fits" the organization and community. As you know,Peckham&McKenney has managed hundreds of successful executive searches throughout the western United States. We have conducted over 150 Assistant City Manager, City Manager, or similar executive recruitments in a wide range of communities, including in Sedona,AZ, where we placed the City Manager in 2008, and again in 2015. Since January,2017,I successfully placed City or Town Managers, or Assistant City Managers in Turlock, CA;Basalt, Centennial, Telluride,and Windsor,CO; and Bothell, WA. I am currently managing the Assistant County Manager recruitment in Summit County, CO,and the Town Manager recruitment in Winter Park,CO. Peckham&McKenney has earned an excellent reputation in the industry for providing customized processes resulting in successful,long-term placements.We strictly limit our workload to ensure every client receives true personal attention. Starting our 15th year as Peckham&McKenney,we are proud to say of all our placements since 2010, over 80% are still with their employers today. This allows us to offer an all inclusive one-year placement guarantee, one of the strongest in the industry. I would again serve as the City's Recruiter. I would very much like to apply the knowledge and experienced gained during the Planning Administrator recruitment to your benefit in the Assistant City Manager recruitment. I have served 19 of the last 21 years in Colorado local government, including experience as a county manager, city manager(interim), county attorney, and general counsel. I am a skilled recruiter with an excellent eye for talent. As you know, I am passionate about all aspects of the professional search, recruitment, and interview processes. I am proximate(western Colorado)to Glendale, a 90-minute flight from Grand Junction, CO,with multiple direct flights daily. The attached proposal includes more detailed information regarding the firm,the search process and timeline,professional fee and expenses, our guarantee,and client references. We look forward to the opportunity to work with you again on this important search process. Please feel free to call me directly at(970) 987-1238 if you have any questions. I am immediately available to assist you. Sincerely, /s/Drew Gorgey Andrew (Drew) Gorgey Vice President, Western Region Peckham &McKenney, Inc. drew@peckhamandmckenney.com Attachment TABLE OF CONTENTS INTRODUCTION 1 Peckham&McKenney,Inc. • Executive Recruitment Team THE SEARCH PROCESS 4 SEARCH SCHEDULE 6 PROFESSIONAL FEE AND EXPENSES 7 CLIENT REFERENCES 8 PLACEMENT GUARANTEE AND ETHICS 9 EXECUTIVE SEARCHES CONDUCTED (2004 to Present) 10 INTRODUCTION Peckham&McKenney,Inc. Peckham & McKenney, Inc. provides executive search services to local government agencies throughout the western United States and is headquartered in Roseville,California. The firm was established as a partnership in June 2004 and incorporated in 2014 by Bobbi Peckham and Phil McKenney,who serve as the firm's lead Recruiters and bring over 50 years' combined experience in local government and executive search. We also offer the services of three former City and County Managers, who serve as Recruiters on assignment. We are supported by an Operations Manager, research specialists,a marketing and design professional,web technician,and distribution staff. Ms.Peckham serves as the firm's President, and Phil McKenney serves as the Chief Operating Officer and Secretary/Treasurer. Either of the firm's principals may be reached toll free at(866)912-1919. Peckham&McKenney was established on the premise that an executive search and consulting firm must be dedicated to providing its clients and candidates with professional service, as well as a personal, hands-on approach. Our business philosophy centers upon the understanding that this is a "people" related industry and that attention to others' needs is the key to providing effective customer service. Not only are we committed to providing our clients with well-qualified candidates,but we also take pride in treating both our clients and candidates with utmost respect. This commitment has lead to multi-year retainer agreements with a number of agencies, as well as numerous client and candidate testimonials to their experiences with us. We invite you to visit our web site at www.peckhamandmckenney.com. At Peckham & McKenney, we are committed to local government and sensitive to the challenges and issues faced by our clients and candidates. As such,we serve as the Administrator for the Credentialed Government Leader program for the Municipal Management Associations of Northern&Southern California. We also actively support Women Leading Government as well as assist in the annual Women's Leadership Summit. In addition, we have provided numerous workshops and training sessions in California and Colorado to up-and-comers on resume and interview preparation and general career guidance. Individual profiles of each of the Peckham&McKenney team follow. Bobbi C. Peckham,President Bobbi Peckham brings nearly 30 years' experience as an Executive Recruiter as well as six prior years of local government experience. Ms. Peckham is sought out and retained due to her high ethics, integrity, hands-on customer service, and unique ability to identify candidates that"fit"her client agencies and communities. Ms. Peckham began her career in local government in the City Manager's office of the City of Naperville, Illinois, where she became familiar with all aspects of local government in the nation's fastest growing community. Ms. Peckham was then recruited to join the Executive Search practice of a leading California recruitment firm. Later, she played an integral role in creating a national search business for what became the largest recruitment practice serving local government in the country. Here, she became Regional Director overseeing Northern California and a nine-state region. In 2004,Ms.Peckham formed Peckham&McKenney,Inc. in partnership with Phil McKenney. Ms. Peckham received a Bachelor of Science degree in Organizational Behavior from the University of San Francisco. She is a contributing member of the International City/County Management Association, Cal-ICMA, Women Leading Government, and Municipal Management Associations of Northern & Southern California. Ms. Peckham serves on the Planning Committee for the annual Women's Leadership Summit, at which she coordinates and leads the highly regarded Executive Roundtable Discussions with over 30 female local government leaders. In addition, Ms. Peckham was instrumental in writing the ICMA's Job Hunting Handbook. Over the years, Ms. Peckham has actively supported her community, and she currently volunteers her time to the Sacramento Affiliate of Dress for Success, which works to empower women to achieve economic independence by providing a network of support,professional attire, and the development tools to help women thrive in work and in life. 1 Phil McKenney, Chief Operating Officer Phil McKenney has over 35 years' management experience and is very familiar with local government agencies, having led a county organization and having worked with numerous city governments and special districts. Mr. McKenney began his career in the resort and hospitality industry and served as General Manager for Mattakesett Properties on the island of Martha's Vineyard. He then relocated to Keystone Resort in Colorado, which is now acknowledged as a premiere all-season resort with special recognition for its level of guest services. Mr.McKenney later took over the helm of the Summit County Chamber of Commerce as their Executive Director. This hybrid- Chamber was the only countywide organization responsible for marketing all of Summit County, Colorado, home to Breckenridge,Keystone,and Copper Mountain resorts. Through his leadership and collaborative style, and working with the cities and county within Summit County, he led the Chamber to being a readily recognized and well- respected organization within Colorado and the Western United States. Mr. McKenney was then selected by Placer County, California to lead the merger of the North Lake Tahoe Chamber of Commerce and the North Tahoe Visitors and Convention Bureau into the North Lake Tahoe Resort Association. As Executive Director of this new county organization, he represented the Tourism industry for all of North Lake Tahoe. The Resort Association is now a proactive, nationally recognized organization whose model of governance is being replicated in numerous resort communities across the Western United States. Mr. McKenney began his career in executive recruitment in January 2003 and has since conducted hundreds of national recruitments throughout the Western states, including Colorado, Arizona, Idaho, Wyoming, Oregon, and California. Mr. McKenney has an undergraduate degree in Recreation from Slippery Rock State College as well as a Master of Business Administration from the University of Denver. *Andrew (Drew) Gorgey,Vice President,Western Region Before joining Peckham & McKenney in December 2016, Drew Gorgey served in Colorado local government for nearly 20 years, including 11 years at the executive and management levels. Mr. Gorgey served as County Manager and County Attorney for Garfield County in Glenwood Springs,Colorado. Mr. Gorgey also served as First Assistant and Chief Deputy County Attorney in El Paso County, Colorado Springs,Colorado.In addition,he served as Interim City Manager for the City of Glenwood Springs. His strong skills in strategic planning and talent identification, recruitment and retention have allowed organizations seeking continual improvement to realize their strategic planning objectives quickly and effectively. Mr. Gorgey began his career in the resort and hospitality industry and served as a Corporate Trainer for The Broadmoor, a Forbes Five-Star and AAA Five-Diamond Resort in Colorado Springs. He later served as Editor of The Colorado Springs Business Journal. Since his youth,Mr. Gorgey has been an enthusiastic student of leadership,dedicating substantial volunteer hours to leadership positions in various professional associations. The El Paso County Bar Association in Colorado Springs named Mr. Gorgey "Outstanding Young Lawyer" in 1999 and elected him one of the Association's youngest Presidents in 2003-04. Mr. Gorgey twice served the Colorado Bar Association as Vice President. He is also Past President of the Association of Colorado County Administrators. Mr. Gorgey has lectured on leadership at the American Bar Association's prestigious Bar Leadership Institute in Chicago, the Colorado Bar Association's Bar Leadership Training course (COBALT), and the Special District Association of Colorado's Leadership Academy, among others. He completed the International City/County Management Association's (ICMA's) Gettysburg Leadership Institute in 2017. Mr. Gorgey has an undergraduate degree in English from the University of Colorado, as well as a Juris Doctor from the University of South Carolina School of Law. (Note: For convenience and brevity, biographies of Executive Recruiters Clay Phillips, Ellen Volmert, and Josh Agnew have been omitted.) 2 *Joyce Johnson, Operations Manager Ms. Johnson joined Peckham & McKenney in 2005 and serves as the firm's Office Manager. Ms. Johnson is complimented regularly on her strong customer orientation working with both clients and candidates alike. She oversees internal administration of the firm as well as directing contract administrative support in the areas of advertising and design, web posting, and duplication and mailing services. Prior to joining Peckham &McKenney, Ms. Johnson oversaw internal administration in the Western Region headquarters of two separate national management consulting and executive recruitment firms. She has over 30 years' experience in the field of administrative and executive support for all aspects of the executive recruitment process. Ms. Johnson holds an Associate of Arts degree from American River College. *Cathy West-Packard, Marketing& Design Ms. West-Packard has provided her design and marketing skills to Peckham & McKenney Recruiters for over 25 years. She is the firm's"go-to"professional for all advertising and brochure design and creation. *Kevin Johnson, Research Assistant Mr. Johnson has been a member of the team since 2009 and currently serves as a Research Assistant. He supports the firm's Recruiters through his research of local government agencies and networks, potential candidates, and current candidates prior to recommendation to our clients. Mr. Johnson mastered his researching abilities while obtaining a Bachelor of Arts in Economics from Willamette University. *Glendale Executive Recruitment Team Member. Mr. Gorgey works from his office in Glenwood Springs,CO, and travels to the Phoenix area regularly. 3 THE SEARCH PROCESS While it is our intent to customize the search and project schedule to fit the City's specific needs, the search process typically includes the following key actions: Project Organization — Prior to beginning the recruitment process, we will be available to discuss the recruitment process, listen to specific desires and expectations, and respond to any questions or concerns. We will discuss expected parameters of the search, the search timeline, and schedule future meeting dates. At this time, the City will also determine the extent of involvement of other individuals in the search process. Development of Candidate Profile (On Site#1) —This phase provides for the development of a detailed Candidate Profile. We will meet individually and in groups with those individuals identified in the Project Organization phase,to discuss the current and future issues and challenges facing the City, and its planning needs, in particular. The desired background and experience, leadership style and personality traits, skills and abilities of the ideal candidate will be discussed. We will also discuss expectations,goals,and objectives that will lead to the success of the new Assistant City Manager. Recruitment—Advertisements will be placed in the appropriate industry publications and websites, and our firm will assume responsibility for presenting your opportunity in an accurate and professional manner. Full information on the position will be posted on our firm's web site as well as the City's site. In addition, an attractive brochure will be prepared to market the organization and position to potential candidates. This brochure will be mailed to 300-400 industry professionals nationally,and it will also be available on our firm's web site. Copies of the brochure will also be made available to the City. The main focus of our outreach, however,will be direct phone contact with quality potential candidates. With close to 30 years of executive search experience,we have developed an extensive candidate database that is continuously utilized and updated. Our recruiting efforts will focus on direct and aggressive recruiting of individuals within the search parameters established during the Candidate Profile Development phase. We believe direct recruiting produces the most qualified candidates. Throughout this active search process,we will regularly notify the City of the status and share questions, concerns, and comments received from potential candidates as they consider the opportunity. By doing so, we will "team" with the City to ensure that all issues and concerns of candidates are discussed and understood thereby eliminating "surprises" once the resume filing deadline has occurred. As resumes are received,they will be promptly acknowledged,and we will personally respond to all inquiries. Once the resume filing deadline has passed, the City will be once again updated on the status of the recruitment, the number of resumes received,and our intent for preliminary interviews. Preliminary Interviews—As resumes are received, supplemental questionnaires will be sent to candidates who appear to meet the Candidate Profile. Following the resume filing deadline and a thorough review of the resumes and questionnaires received, we will conduct preliminary interviews with those individuals most closely matching the Candidate Profile. An Internet search will be conducted as well as preliminary background(credit and criminal)checks. Recommendation of Finalists(On Site#2)—A written recommendation of finalists will be personally presented to the City in a one-to two-hour meeting. The City will receive 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. 4 Once the City has selected a group of finalists, all candidates will be notified of their status. We will prepare a finalist interview schedule and notify finalist candidates accordingly. If necessary,finalists will make their own travel plans and reservations. It is customary that the City reimburse finalists for round-trip airfare, car rental, and lodging necessary to attend the interviews with the City. We will confirm this with the City at our meeting to recommend finalists. Final Interviews/Selection(On Site#3)—During this phase, finalists will be interviewed by the City. We will provide on-site advice and facilitation assistance during the final interview process. Interview materials, including suggested interview questions,evaluation and ranking sheets will be provided for the City's convenience. An orientation session will be held with those involved prior to the finalist interviews, and we will work with the panel through a ranking process and discussion of the finalists at the end of the day. We will assist the City in coming to consensus on the leading two to three finalists for further consideration, and we will provide recommendations on next steps,including additional meetings with each finalist to learn more of the"fit"they may bring. Qualification — Once the final candidate has been selected by the City, a thorough background check will be conducted that is compliant with the Fair Credit Reporting Act and Investigative Consumer Reporting Agencies Act. Peckham & McKenney utilizes the services of Sterling Talent Solutions, the world's largest company focused entirely on conducting background checks. This investigation will verify professional work experience; degree verification; certifications; and criminal, civil, credit, and motor vehicle records. We encourage our clients to consider further vetting the candidate through a Department of Justice LiveScan in order to ensure that all known criminal history records (beyond seven years)are investigated. Professional references will also be contacted, 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. Our ultimate goal is to exceed your expectations and successfully place a candidate who "fits"your organization's and community's needs now and into the future. 5 CLIENT REFERENCES Please feel free to contact any of the following current and recent clients to inquire about their experience with Andrew Gorgey. In addition,we would be pleased to furnish the client contact and phone numbers for any past clients. City of Sedona,AZ—City Manager(2008 and 2015) Justin Clifton,City Manager (928)204-7127;JClifton@SedonaAZ.gov (both recruitments managed by Phil McKenney) Salt Lake City Corporation,UT—Transportation Division Director(2017)and City Engineer(2018) Mike Reberg,Director, Community and Neighborhoods Department (801)535-7707,mike.reberg@slcgov.coin (801)535-6230 (Ms. Galina Urry,Administrative Assistant to the Director,Galina.Urry@slcgov.com) Town of Telluride,CO—Town Manager(2017) City Manager Ross Herzog (970)728-2155;rherzog@telluride-co.gov Administrative Services Director Diane Kipfer (970)728-2151;dkipfer(a,telluride-co.gov Town of Windsor,CO—Town Manager(2018) Mayor Kristie Melendez (970)215-5495,kmelendez@windsorgov.com City of Centennial,CO—City Manager(2017) City Manager Matt Sturgeon, (303)754-3341 (Ms.Jodi Alioto,Executive Assistant to Mr.Sturgeon),msturgeon@centennialco.gov City Attorney Robert(Bob)Widner (303)246-6131,rwidner@lawwj.com City of Bothell,WA—Fire Chief(2017),Assistant City Manager(2017),Human Resources Director(2017), Community Development Director(2018),and Parks&Recreation Director(current) City Manager Jennifer Phillips, (425)806-6140,jennifer.phillips@bothellwa.gov (Ms.Catherine Jansen,Executive Assistant to the City Manager,(425)806-6145) City of Turlock,CA—City Manager(2018) Human Resources Manager Sarah Eddy, (209)668-5812,seddy@turlock.ca.us In addition,please feel free to contact League of Arizona Cities and Towns Executive Director Ken Strobeck for a general endorsement of Peckham&McKenney. Mr. Strobeck has added Peckham&McKenney to the League's list of preferred providers.The main number for the League is(602)258-5786. 8 PLACEMENT GUARANTEE AND ETHICS Our placement record is particularly strong in that 80%of the candidates we have placed since 2010 continue in those positions today. In the unlikely event,however,that a candidate recruited and recommended by our firm leaves your employment for any reason within the first year (except in the event of budgetary cutbacks, promotion, position elimination,or illness/death),we agree to provide a one-time replacement at no additional charge, except expenses. Time and again, we receive unsolicited comments from clients and candidates relating to our integrity and high ethics. • First, we believe in honesty. No client should ever appoint an individual without being fully knowledgeable of the candidate's complete background and history. Conversely,no candidate should ever enter into a new career opportunity without full disclosure of any organizational"issues." • We strive to keep everyone involved in a recruitment process informed of the status. Not only do we provide regular updates to our clients, but we also have a reputation for keeping our candidates posted, even to the extent of informing them as to who was eventually selected. • As recruitment professionals, we do not recruit our placements — ever. Should a placement of ours have an interest in a position for which we are recruiting,they may choose to apply. However, if they become a finalist, we ask that they speak to their supervisor(Council member or Manager)to alert them of their intent. • We do not recruit staff from our client agencies for another recruitment during an active engagement. Nor do we "parallel process" a candidate, which means placing the same candidate in two of our searches at the same time,thereby pitting one client against another for the same candidate. • We do not misrepresent our client list. Only those searches that we personally conducted appear on our list. • We are retained only by client agencies and not by our candidates. While we have a reputation for being actively involved in the profession and providing training, workshops, and general advice to candidates, we represent only our clients. In addition,we always represent and speak of our client in a positive manner, during the recruitment engagement, as well as years after. 9 EXHIBIT B Services Agreement SCHEDULE ASSISTANT CITY MANAGER GLENDALE,AZ SEARCH SCHEDULE (subject to modification and approval) ACTIVITY TIME FRAME Development of Candidate Profile June 4—June 15 Kickoff Meeting:June 4(On Site#1) • On-site meeting with Glendale representatives to discuss Candidate Profile • Develop Candidate Profile/Marketing Brochure and obtain approval from Glendale • Develop advertising and recruiting plan III. Recruitment (Filing Deadline—July 30) June 16—July 30 • Advertise,network,and electronically post in appropriate venues • Send Candidate Profile to 300-400 industry professionals • Post opportunity on firm's web site,as well as Glendale's site,ICMA,etc. • Search for/identify/recruit individuals within the parameters of the Candidate Profile • Respond to all inquiries and acknowledge all resumes received in a timely manner IV. Preliminary Interviews/Recommendation July 31—August 14 Recommendation of Candidates:August 14(On Site#2) • Review resumes and supplemental questionnaires • Conduct preliminary interviews with leading candidates • Conduct Internet research and credit/criminal checks • Present written recommendation of finalists to Glendale • Notify all candidates of search status V. Final Interviews/Selection August 15—August 28 Finalist Interview Process:August 28(On Site#3) • Schedule finalist interviews • Design process and facilitate finalist interviews with Glendale • Assist Glendale throughout process and provide recommendations • Glendale selects candidate or leading 2-3 candidates for further consideration • Glendale conducts second interview process. VI. Qualification August 29—September 4 • Conduct thorough background and reference checks on leading candidate • Negotiation assistance • Exceed expectations and successfully place candidate who"fits." 6 EXHIBIT C Services Agreement COMPENSATION NOT-TO-EXCEED AMOUNT The total amount of compensation paid to Consultant for full completion of all work required by the Project during the entire term of the Project must not exceed$27,000.00. DETAILED PROJECT COMPENSATION Compensation will be paid in installments,as provided in the Professional Fee and Expenses attachment hereto. PROFESSIONAL FEE AND EXPENSES Professional Fee - Our all-inclusive professional fee to conduct the recruitment of the Assistant City Manager is$27,000. One-third of this fee is due as a retainer upon execution of the agreement. The remainder of the fee will be divided and billed in two separate,monthly invoices. If an additional candidate from this recruitment process is selected for another position within your organization within one year of the close of the recruitment,a fee of 30%of the professional fee will be due to Peckham&McKenney. Expenses Examples of the expenses included in our all-inclusive professional fee are out-of-pocket costs associated with administrative support/printing/copying/postage/materials, consultant travel, advertising, telephone/technology, and background checks (partial checks on recommended candidates; full background check on selected candidate). Additional expenses incurred due to requested additional meetings as well as full background checks on more than one candidate will be billed accordingly. Insurance Peckham & McKenney carries Professional Liability Insurance ($1,000,000 limit), Commercial General Liability Insurance ($2,000,000 General Liability, and $4,000,000 Products) and Automobile Liability Insurance ($1,000,000). Our Insurance Broker is Wells Fargo Insurance, Inc., Charlotte,NC, and our coverage is provided by Sentinel Insurance Company and Hiscox Insurance Co.Limited.