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-tlar~lou,-- ~:a,2 <br />~I~l~~ <br />AGREEMENT FOR EXECUTIVE SEARCH SERVICES <br />THIS AGREEMENT is made as of the 6th day of June 2011, by and between, the City of Elk River, Minnesota <br />("Client") and Springsted Incorporated ("Consultant"). <br />WHEREAS, the Client wishes to retain the services of the Consultant on the terms and conditions set forth herein, <br />and the Consultant wishes to provide such services; <br />NOW, THEREFORE, the parties hereto agree as follows: <br />1. Services. Consultant shall provide executive search services to assist the Client with the recruitment and <br />selection of a City Administrator consistent with the scope of services contained in Consultant's proposal/work <br />plan dated June 6, 2011. The work plan is provided in Attachment A and hereby made a part of this Agreement. <br />2. Compensation. The Client shall compensate the Consultant for these services at a professional fee of $16,900 <br />and anot-to-exceed price of $19,300 in the manner set forth in the attached work plan. <br />3. Term and Termination. This Agreement shall commence as of the date hereof, and shall continue until <br />terminated by either party by written notice given at least 14 days before the effective date of such termination, <br />provided that no such termination shall affect or terminate the rights and obligations of each of the parties hereto <br />with respect to any project, whether or not complete, for which the Consultant has provided services prior to the <br />date that it received such notice. <br />4. Indemnification; Sole Remedy. The Client and the Consultant each hereby agree to indemnify and hold the <br />other harmless from and against any and all losses, claims, damages, expenses, including without limitation, <br />reasonable attorney's fees, costs, liabilities, demands and cause of action (collectively referred to herein as <br />"Damages") which the other may suffer or be subjected to as a consequence of any act, error or omission of the <br />indemnifying party in connection with the performance or nonperformance of its obligations hereunder, less any <br />payment for damages made to the indemnified party by a third party. Notwithstanding the foregoing, no parry <br />hereto shall be liable to the other for Damages suffered by the other to the extent that those Damages are the <br />consequence of: (a) events or conditions beyond the control of the indemnifying party, including without <br />limitation changes in economic conditions; (b) actions of the indemnifying party which were reasonable based <br />on facts and circumstances existing at the time and known to the indemnifying party at the time the service was <br />provided; or (c) errors made by the indemnifying party due to its reliance on facts and materials provided to the <br />indemnifying party by the indemnified party. Whenever the Client or the Consultant becomes aware of a claim <br />with respect to which it may be entitled to indemnification hereunder, it shall promptly advise the other in writing <br />of the nature of the claim. If the claim arises from a claim made against the indemnified party by a third parry, <br />the indemnifying party shall have the right, at its expense, to contest any such claim, to assume the defense <br />thereof, to employ legal counsel in connection therewith, and to compromise or settle the same, provided that <br />any compromise or settlement by the indemnifying party of such claim shall be deemed an admission of liability <br />hereunder. The remedies set forth in this paragraph shall be the sole remedies available to either party against <br />the other in connection with any Damages suffered by it. <br />5. Confidentiality; Disclosure of Information. <br />a. Client Information. All information, files, records, memoranda and other data of the Client which the Client <br />provides to the Consultant or which the Consultant becomes aware of in the performance of its duties <br />hereunder ("Client Information") shall be deemed by the parties to be the property of the Client. The <br />Consultant may disclose the Client Information to third parties in connection with the performance by it of <br />its duties hereunder. <br />b. Consultant Information. The Client acknowledges that in connection with the performance by the <br />Consultant of its duties hereunder, the Client may become aware of internal files, records, memoranda <br />and other data, including without limitation computer programs of the Consultant ("Consultant <br />Information"). The Client acknowledges that all Consultant Information, except reports prepared by the <br />Consultant for the Client, is confidential and proprietary to the Consultant, and agrees that the Client will <br />Pubiic Sector Advisors <br />