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DavenportMajor; 2007-10-10;
AGREEMENT FOR EXECUTIVE RECRUITING SERVICES DAVENPORTMAJOR THIS AGREEMENT is made and entered into as of the day of 20 OH. by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and DAVENPORTMAJOR, an S corporation, ("Contractor"). RECITALS A. City requires the professional services of an executive recruiting firm that is experienced in information technology recruitments. B. Contractor has the necessary experience in providing professional services and advice related to recruitment of senior level information technology professionals. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. The City Manager may amend the Agreement to extend it for three additional one year periods or parts thereof in an amount not to exceed forty-eight thousand dollars ($48,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. City Attorney Approved Version #11.28.06 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be forty-eight thousand dollars ($48,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. City Attorney Approved Version #11.28.06 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:V". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liability Insurance. $1.000.000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. City Attorney Approved Version #11.28.06 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. City Attorney Approved Version #11.28.06 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City, In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City: Name: Cheri Abbott Title: Human Resources Manager Department: Human Resources City of Carlsbad Address: 1635 Faraday Ave. Carlsbad, CA 92008 Phone No. : 760 602 2496 For Contractor: Name_ Title Address 1^770 ti P Phone No.&70O Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, City Attorney Approved Version #11.28.06 agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. City Attorney Approved Version #11.28.06 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor City Attorney Approved Version #11.28.06 acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this^ Agreement CONTRACTOR LORRAINE M. WOOD (e-mail address) 8 City Attorney Approved Version #11.28.06 If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. **Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney By:. )eputy City Attorn* City Attorney Approved Version #04.01.02 EXHIBIT "A" SCOPE OF SERVICES See attached proposal which outlines services, approach and process to be provided and adhered to during the Executive Search for an Information Technology Director. City Attorney Approved Version #04.01.02 10 PREPARED BY: Todd Davenport Partner Stacey Davenport Partner PREPARED FOR: Cheri Abbott HR Manager City of Carlsbad Page 1 of 1 Cheri Abbott - IT RTF: DavenportMajor Executive Search From: "Todd Davenport" <Todd@davenportmajor.com> To: <cabbo@ci.carlsbad.ca.us> Date: 8/23/2007 4:50 PM Subject: IT RFP: DavenportMajor Executive Search CC: "Stacey Davenport" <Stacey@davenportmajor.com> Attachments: AgreementsAndlnsuranceList DavenportMajor 082207.doc; DM City of Carlsbad 8 23 07.pdf Cheri, Attached please find the information we discussed regarding our firm and search process, as well as our biographical information and a sample of recent searches completed by DavenportMajor Executive Search. We have bolded particular searches that are similar to your current needs, including searches in the public sector or government funded. In addition, we have completed the insurance checklist based on a review with our insurance provider and it is enclosed. We have provided the contact information for you as part of the checklist and would be happy to provide a copy of the actual policy when required. There were some questions on the contract regarding sections 18 and 19 with respect to DBEs which we can discuss in the event we move forward, but if there is any further information we can provide, please let us know. We look forward to working with you and appreciate the consideration of our firm to successfully and expeditiously fill this important role for your organization. Sincerely, Todd Todd Davenport Partner DavenportMajor Executive Search 12770 High Bluff Drive, Suite 320 San Diego, CA92130 Office: 858-847-0700 Mobile: 858-354-8013 tdavenport@.davenportmajor.com www.davenportmajor.com file://C:\Documents and Settings\Cabbo\Local Settings\Temp\XPgrpwise\46CDBAE8GW-... 8/24/2007 OKIE FIRM/HISTORY DavenportMajor is a respected executive search firm that provides retainer-based search consulting services. Best known for emerging growth and venture backed executive placements in Technology and Life Sciences as well as our work with Fortune 500 clients, our partners leverage a worldwide rolodex of top talent with tangible track records and we never settle for less than 'A player' executives. At DavenportMajor, we spend less time talking about ourselves and more time finding the leaders that assist in leading companies to the next level. The founding partners of our firm, Dr. Stacey L. Davenport and Susan Major, established offices in 1999 with AT Kearney Executive Search, the fifth largest global search firm, to the establishment of DavenportMajor Executive Search today. Our business model and approach to search has never been complicated, we engage in senior level search engagements in the industries we know best and we close each engagement successfully and to the satisfaction of our clients. Our success rate is one of the highest in the industry as we don't take searches that we can't close with the candidate of choice. Our clients have come back to us over and over again because of that. Our goal with any client that DavenportMajor engages with is long-term consultative relationships with a selected number of clients. We spend the time and focus required to understand our client companies, critical selling points, creating a well designed position profile as well as our search strategy and getting to know our hiring executive. Our controlled and limited client roster guarantees our key clients the widest possible industry base to be searched for their specific requirements. Furthermore, our clients appreciate the level of attention, communication and quality they receive from our firm as well as our dedication to not settle for anything less than 'best of breed executives.' Finally, every Partner at DavenportMajor has respective and extensive industry experience as operating senior executives including as CEO's as well as in retained executive search. We believe this is a prerequisite to quality consulting in our profession. Services Kvtaincd Mxecutive Search DavenportMajor focuses on the recruitment of Vice President and C-level executives as well as the recruitment of Board Directors for Technology and Life Sciences sectors. Our size and rolodex in the industry gives you access to an extensive, highly qualified pool of executives around the globe and we have very limited issues with 'off limits rules' which frequently restrict our larger competitor firms. Firms with multiple clients can only present top candidates to one client at a time, reducing the number of candidates they can present to you. This can limit going into the best companies to find the best people and the overall outcome of your engagement and should clearly be outlined before an engagement begins. Our Approach • > , < ' > Act, it's ;» ilaljsi The easy choice is rarely the right choice and 'best of breed' executives are not necessarily circulating a resume. Our search partner's leave no stone unturned, searching everywhere to ensure that our client's interests are served. We thrive on the chase, we never settle and we don't shy away from the hard work it takes to provide the services you need in hiring the best talent for your company. OUR PROCESS Upon completion of signed agreement between DavenportMajor Executive Search and City of Carlsbad, DavenportMajor will execute the following services to support the successful research, identification, recruitment, and hiring of a senior level information technology individual at fixed professional fee of $50,000 dollars (US). Our fees are typically based on one-third percentage of the first year's annual cash compensation but we would offer a fixed fee to control the cost of the engagement as we have done for prior government funded/public sector clients. 1. In person Kick-off Meeting with identified stakeholders to identify complete requirements, timelines, City of Carlsbad interview process, and any off-limit restrictions for recruiting out of prospective organizations, particular individuals, if applicable. This step should be completed within 3 business days of agreement date, depending on stakeholder schedules. By better understanding the culture of the organization, we are able to identify the critical factors for success and failure as they pertain to each unique situation, including the appropriate combination of management, technical, business, and leadership skills. 2. Complete a position specification for review by City of Carlsbad, to act as the primary guide for research and identification of prospective candidates. This document will be provided to prospective candidates as a selling sheet to attract them to the opportunity. It will be completed by DavenportMajor within 24 hours of the Kick-off Meeting and provided to City of Carlsbad for approval. This document defines the position responsibilities, the most immediate challenges to be faced by the new hire, and those qualifications preferred and/or required of the successful candidate. Once approved by the client, this Position Description becomes our key document in the identification and recruiting of qualified candidates. 3. Within 1 business day of the Kick-Off Meeting, DavenportMajor will provide an initial list of prospective target companies and organizations from which we will identify appropriate individuals/titles to meet the requirements of the position specification. This initial list comes from our extensive database of public and private sector information technology professionals as well as industry benchmarking. 4. Upon completion of the review of the initial list of prospective companies and organizations, DavenportMajor will immediately begin prospecting of the initial list and identifying additional sources for top candidates for the position. Each prospective candidate will undergo initial phone interviews, with at least one in person meeting with the senior Partner, Todd Davenport, before being presented to the client. This in-depth process ensures that the client will only see the top talent to be considered for the position, meeting the objective and subjective attributes identified. During the interview, we assess the potential overall fit from both a business and a personal perspective, evaluating the candidate's innate intelligence, business acumen, technical skills, limitations, short and long term goals, motivators, creativity, management style and strengths, presentation, and assertiveness. Confidential profiles are then prepared on all potentially viable candidates, including formal and informal references along with education and certification verification. Our goal is to present a final slate of between three and five candidates for consideration by the client. We also strive to present a diversified slate of candidates for consideration. 5. Upon review and approval by the client, DavenportMajor will coordinate and manage the search process, from scheduling mutually convenient dates for candidate interviews, handling all travel arrangements, preparation of candidate executive profiles and interview agendas and coordinating reimbursement as applicable for the candidates. Our goal is to make this process as simple and efficient as possible, for our clients and candidates. 6. Once the successful candidate has been identified, DavenportMajor will assist to whatever extent requested in helping structure and prepare the actual offer, including offer negotiation, offer contract execution, and relocation assistance. We also provide a one year guarantee for any executive we place with your organization. 7. It is our policy to remain in touch with both the successful candidate and the hiring manager for at least twelve months after the completion of the search. We do all we can to assure a smooth transition for all concerned, and we act as both a sounding board and an impartial advisor as appropriate. Todtf Davenport, MBA Partner Prior to joining DavenportMajor, Mr. Davenport spent 18 years in Information Technology, holding technical and senior leadership positions with blue chip companies such as Dell Computer, EDS, First Data Corporation, NCR, and Solectron. Mr. Davenport specializes in the IT, Operations, Manufacturing, Aerospace, and Lean Six Sigma sectors, serving Fortune 500 companies worldwide. His depth of industry experience includes leading the information technology transformation of a $4B financial services divestiture, leading software development efforts for the training management systems as part of the $7B Joint Primary Aviation Training program with the United States Navy and Air Force, and driving operational excellence programs in several Fortune 100 information technology companies. Todd's expertise in operational excellence and hardware and software development has proven a key differentiator for his clients. He is certified as a Lean Six Sigma Master Black Belt, ASQ Software Engineer and Quality Manager, with extensive training and expertise in ITIL and CMM. Mr. Davenport completed his Bachelors of Mechanical Engineering at the University of Okalahoma and his MBA in Finance/Management at Texas A&M University. He is also an instructor for the University of Phoenix in the Graduate and Undergraduate Business schools as well as the Undergraduate Information Technology program. He is an active member of the community, including Habitat for Humanity, and Colorado Sports Hall of Fame, as well as the American Society for Quality and an active martial arts instructor. Susan Major, MBA Managing Partner Susan Major is the co-founder and Managing Partner of DavenportMajor. Her expertise working in the Technology industry spans more than 18 years with global high growth companies coupled with 10 additional years of search experience, including C-level executive placements for public and emerging, pre-IPO corporations. Ms. Major specializes in the wireless, telecom, software and semiconductor sectors, and serves Fortune 500 companies like Motorola and Qualcomm. Prior to DavenportMajor, she co-founded Slayton International's first west coast headquarters, where she served as a Managing Director. Her hands-on experience also includes opening San Diego's first top ten search office for A.T. Kearney Executive Search. Ms. Major has introduced numerous technology products, including two-way radios, cellular handsets and a first generation PDA while at Motorola. At Ameritech, she led the marketing efforts that expanded their paging and wireless data services. Additionally, she has been awarded two patents in wireless messaging. As an active community member, Ms. Major sponsors the annual Women in Wireless Breakfast at CTIA, and she serves on a number of private boards, including the San Diego Girl Scouts. She graduated from Northeastern University with a Master's of Business Administration and a Bachelor of Arts in Political Science. Or. Sfaei") I.,, Davenporl Managing Partner Stacey Davenport is the co-founder and managing partner of DavenportMajor Executive Search. Ms. Davenport's hands-on operational leadership in the Pharmaceutical, Biotechnology, Medical Devices/Diagnostics and Healthcare sectors has been sought after by clients worldwide. Ms. Davenport's executive search expertise and winning track record have made her a public figure in the industry, with numerous interviews in the Wall Street Journal and a recent interview on the NBC Evening News with Tom Brokaw, among others. She specializes exclusively in Life Sciences sectors and serves large Fortune 500 global organizations, academic and research organizations as well as venture backed and emerging growth companies funded by blue chip investors. Prior to DavenportMajor, she co-founded the first west coast office for Slayton International Executive Search, a top 20 retained executive search firm and led the Global Life Sciences and Board of Directors search practices for the firm. Prior to Slayton, she was recruited out of private medical practice to serve as the Global Life Sciences Practice Leader for AT Kearney Executive Search, the fifth largest retained executive search firm. Prior to her search career, she spent 12 yrs in interventional cardiology private practice in Dallas, Texas with the last 3 years in clinical practice as CEO and managing partner. Ms. Davenport is also a registered Investment Advisor and passed the Series 7, 63 and 65 licensing exams. She received her degree in Molecular Genetics and Cellular Biology from the University of Texas, completed the Pharmacology program at AMI/University of Washington and completed her MBA and Doctoral Degrees in Business Administration as well. Additionally, she completed her doctoral dissertation on The Social Intelligence of Executives. Angela Brooks Lead Consultant Angela Brooks joins DavenportMajor from the nation's largest healthcare staffing company, AMN Healthcare, with over $1B in revenues. Ms. Brooks specializes in healthcare and life sciences recruiting and has spent many years working with top leaders in the healthcare industry creating rewarding relationships between her clients and high-level healthcare professionals. Prior to AMN, Angela served as a Program Director for one of the world's largest weight management service firms, Jenny Craig, Inc., where she successfully built and led a loyal client base. Her success was directly related to her professionalism, entrepreneurial drive and passion for promoting healthy lifestyles as well as having a high bar of excellence for her clients. Ms. Brooks graduated from San Diego State University with her Bachelor of Arts degree in English and brings to DavenportMajor exceptional abilities to building long-term partnerships. Chris Ncary Consultant Chris Neary joins DavenportMajor from The Compass Search Group, a boutique executive search firm with clients across the nation. Chris specialized in placing mid to upper-level managers in operational, marketing, and human resources roles transitioning from a division of the Adecco Group, the largest human resources services company in the world. Prior to the Adecco Group, Chris managed the Office of the Hawaiian State Government Web Portal supporting the office's top executives. He was also the face of the state's web site in weekly meetings with the Departments of Tax, Labor, Commerce and Consumer Affairs. Chris was awarded a Bachelor of Arts degree by Bucknell University and completed work towards a Masters Degree in Business Administration. RECENT SEARCH EXPERIENCE Client Abbott Abbott Abbott Abbott Abbott Abbott Abbott Abbott Abbott Abgenix Affinity 2/TEC Affinity2/TEC Airgain, Inc. Airgain, Inc. Ambrx Ameranth Amulaire Thermal Tech Anadys Pharmaceuticals Anadys Pharmaceuticals Arena Pharmaceuticals Arena Pharmaceuticals Arena Pharmaceuticals Arete Therapeutics Astute Networks, Inc. Astute Networks, Inc. Autosplice, Inc. Axesstel, Inc. BasWare Corporation Becton Dickinson & Company Becton Dickinson & Company Becton Dickinson & Company Becton Dickinson & Company Becton Dickinson & Company Becton Dickinson & Company Becton Dickinson & Company Becton Dickinson & Company Search Director of Marketing Communications Regulatory Affairs Leader, New Ventures Regulatory Affairs Leader, Core Products Director of New Therapies Development Global Director of Clinical Research Director of Global Reimbursement Director of Clinical Research Director of Operations Manager of Process Engineering Development Senior Vice President, Quality Chief Financial Officer Executive Vice President of Sales and Marketing Chief Financial Officer Vice President of Global Sales Vice President of Therapeutic Applications and Preclinical Development Chief Technology Officer Vice President of Marketing Chief Medical Officer Vice President of Clinical Development Senior Director of Research and Development Lab Manager Leader, Taiwain Director of Immunology Chief Scientific Officer Chief Executive Officer Vice President of Business Development President Vice President of Sales General Manager Vice President of Manufacturing Operations Leader of Strategic Planning and Business Development Leader of Clinical Trials and Pharmaceutical Strategy Leader of Clinical Diagnostics, Oncology Director of Human Resources and Site Leader Vice President of Sales WW Vice President of Marketing Global Vice President of Medical Affairs Becton Dickinson & Company Becton Dickinson & Company Becton Dickinson & Company Becton Dickinson & Company Becton Dickinson & Company/GeneOhm Sciences Becton Dickinson & Company/GeneOhm Sciences Becton Dickinson & Company/GeneOhm Sciences Becton Dickinson & Company/GeneOhm Sciences Biosite Biosite Biosite Brightstar Corp. Cadence Pharmaceuticals California Transportation Ventures (Public sector client) Cardinal Health Cardinal Health CardioNet CardioNet Chemokine Therapeutics CollegeClub.com Complete Genomics CovX Pharmaceuticals CovX Pharmaceuticals Cypress Bioscience, Inc. Cypress Bioscience, Inc. Cypress Bioscience, Inc. Cypress Bioscience, Inc. Cypress Bioscience, Inc. Cypress Bioscience, Inc. Cypress Bioscience, Inc. DermTech DermTech DermTech Dow Chemical Company- Lifesciences Dow Chemical Company- Lifesciences Dow Chemical Company- Lifesciences Vice President of Sales Director of Clinical Operations WW Vice President of Sales and Marketing WW Vice President of Research and Development CMO/WW Medical Director Director of Human Resources Vice President of Sales, Marketing and Business Development Vice President of Finance Chief Medical Officer Senior Vice President of Operations Vice President of Medical Affairs, Europe Board Director Vice President of Clinical Development Chief Executive Officer Vice President of New Ventures General Manager Director of Marketing Senior Vice President of Operations Chief Business Officer Chief Knowledge Officer Executive Vice President of Scientific Operations Vice President of Clinical and Regulatory Senior Director of Human Resources Board Director, Audit Chair Board Director, Lead Director Board Director, Commercial Leader Board Director Board Director Board Director Board Director Vice President of Product Development SPM, R&D SST, R&D Director of Business Development Director of Regulatory and Quality Director of Process Manufacturing Biopharmaceuticals EDS Edwards Lifesciences Edwards Lifesciences Edwards Lifesciences Edwards Lifesciences Edwards Lifesciences Egea Biosciences (A Johnson & Johnson Co.) Etenna Corp. Ethertronics, Inc. Eyematic Firefly MVNO GenoLogics Global Wireless Entertainment Graviton Inc. Graviton, Inc. Graviton, Inc. Graviton, Inc. Graviton, Inc. Guidant Corporation Guidant Corporation Guidant Corporation Guidant Corporation Guidant Corporation Haloyzme Therapeutics Hollis Eden (Government funded) Hollis Eden (Government funded) Hollis-Eden (Government funded) Hughes Network Systems HUYA Biosciences Identix, Inc. IGC Polycold Systems Imagine Communications Imagine Communications Bill Gates Foundation (Government funded and private endowment) InterMune Pharmaceuticals IPMobileNet Inc. IPMobileNet Inc. Communication Global Industry Group Leader Director of Marketing, PMVR Director of Marketing, PAVR Vice President of Marketing Director of Human Resources, Asia Regional Product Manager, Asia Chief Executive Officer Chief Executive Officer Chief Executive Officer Chief Executive Officer Vice President and General Manager Vice President of Sales, Marketing and Business Development Chief Financial Officer Vice President of Data Management Chief Executive Officer Chief Financial Officer Vice President of Manufacturing Vice President of Marketing Chief Technology Officer Vice President of Healthcare Economics and Reimbursement Director of Ablation Therapies Director of Process Development Director of Supplier Development Board Director Vice President of Product Development Chief Medical Officer Vice President of Clinical and Regulatory Affairs Vice President of Engineering Chief Executive Officer Chief Financial Officer Director of Engineering Vice President of Finance-Controller Director of Marketing Chief Medical Officer Senior Director of Strategic Marketing Board Director Chief Executive Officer IPMobileNet, Inc. IPMobileNet, Inc. Iridium (Claircom Division) Indiana University/Purdue University Consortium (Government funded) Jenny Craig, Inc. Kodak Kodak Kodak Leap Wireless Leap Wireless Leap Wireless Leap Wireless Lightpath Technologies Lincom Wireless Medlyte (a Johnson & Johnson Co.) Miltenyi Biotec GmbH Motorola, Inc. Motorola, Inc. Mpex Pharmaceuticals Mpex Pharmaceuticals Mpex Pharmaceuticals (a Johnson & Johnson Company) Nanomix Nanomix Nanomix Nanomix Nanoradio Nanostring Technologies NanoString Technologies Naviscan Nokia Nokia Northrop Grumman Ocular Sciences Omni Bodyworks, Inc. Ophthonix Ophthonix OptiMedica Vice President of Engineering President and Chief Operating Officer Chief Executive Officer Chair Vice President of Human Resources Chief Marketing Officer - Digital Printing Chief Marketing Officer - Professional Services Chief Technical Officer Chief Financial Officer Controller Director of Financial Projects Vice President of Financial Planning Chief Executive Officer Chief Executive Officer Chief Executive Officer General Manager, North America Director of Product Management - Mobile Devices Director of Public Safety Software Vice President of Clinical Development Chief Scientific Officer Chairman of the Board Board Director, Audit Chair Chief Financial Officer Vice President of Sales, Marketing and Business Development Vice President of Platform Development (IT) Chief Executive Officer Chief Commercial Officer Vice President of Product Development Vice President of Medical Affairs Director of Americas Product Marketing Manager Vice President of Information Technology Senior Director of Regulatory Affairs Chief Executive Officer Chief Financial Officer Vice President of Sales Vice President of Sales OptiMedica Ortiva Wireless Path 1 Network Technologies, Inc. Path 1 Network Technologies, Inc. Path 1 Network Technologies, Inc. Path 1 Network Technologies, Inc. Peregrine Systems Prometheus Laboratories Prometheus Laboratories Prometheus Laboratories Prometheus Laboratories Prometheus Laboratories Prometheus Laboratories Prometheus Laboratories Prometheus Laboratories Prometheus Laboratories Protemix Protemix Protemix Qualcomm, Inc. Qualcomm, Inc. Qualcomm, Inc. Qualcomm, Inc. Qualcomm, Inc. Qualcomm, Inc. Qualcomm, Inc. Qualcomm, Inc. Qualcomm, Inc. Qualcomm, Inc. Qualcomm, Inc. Qualcomm, Inc. Quickoffice, Inc. RC Networks Revenew Systems Roamware, Inc. Roche Roche Roche SafeHarbor Technology Safety Syringes, Inc. Chief Operating Officer Director/Vice President of Carrier Sales Customer Service Manager NY Vice President of Engineering Director of Hardware Senior Software Engineer Vice President of Investor Relations Chief Commercial Officer Chairman of the Board Board Director Chief Operating Officer Vice President of Corporate Development Senior Director of Commercial Analytics Senior Director of Marketing SPM SPM Chairman of the Board Chief Executive Officer Senior Vice President of Clinical and Regulatory Vice President of Operations, Northern Asia Director of Compensation & Benefits Director of Employee Communications Director of Marketing Vice President of Real Estate and Facilities President and Managing Director (Korea) President and Managing Director (Japan) President and Managing Director (China) President and Managing Director (Europe) Senior Vice President of Business Development Vice President of Carrier Relations Director of Media Relations Director of Global Marketing Senior Vice President, Sales & Marketing Vice President of Sales and Business Development Chief Financial Officer Director, Autoimmune Business Director, CNS Business Director, Immunology Research Vice President Global Sales Chief Operating Officer SAIC SAIC SAIC SAIC SAIC SAIC San Diego National Bank San Diego National Bank SelfHelpWorks SkyePharma SkyePharma SkyePharma SkyePharma Solana Capital Partners, Inc. Solana Capital Partners, Inc. Solectron Solectron TEC International Telespree Communications Telespree Communications Televoke Telstra The Burnham Institute (Government funded and private endowment) Time Warner Telecom Time Warner Telecom Titan Wireless T-Mobile USA T-Mobile USA Total Training Software Triage Medical Tritech Software Tritech Software TTM Technologies TTM Technologies UFO Communications Universal Access Ventana Medical Systems Vice President and General Manager, E-commerce Senior Director of Product Management Director of International Human Resources Director of Employee Relations P & G Account Lead Internal Auditor Vice President of Bank Secrecy, Act Officer & Department Manager Senior Vice President/Manager of Real Estate Lending Chief Executive Officer Vice President of Human Resources Vice President of Manufacturing and Technical Operations Senior Director of Analytical Chemistry Senior Director of Quality Chief Executive Officer and Board Director Chief Financial Officer and Board Director Director of Sales, Automotive Senior Director of Finance Chief Financial Officer Vice President of Marketing Senior Vice President of Sales Chief Executive Officer Director of Network Engineering and Operations Chief Operating Officer 2 Account Executives Senior Account Executive Chief Executive Officer Chief Technology Officer Chief Information Officer Global Vice President of Sales Vice President of Sales, Marketing and Business Development Vice President of Sales Vice President of Engineering Vice President of Operations President and Chief Operating Officer Vice President of Sales Vice President of Product Marketing General Manager (EMEA) Verilink Corp. Verimatrix, Inc. Virbac Corporation Voyager Systems Voyager Systems Wavecom, Inc. Wavecom, Inc. Wavecom, Inc. Widcomm, Inc. Widcomm, Inc. Windspring Wireless Facilities, Inc. Wireless Facilities, Inc. Wireless Facilities, Inc. Wireless Knowledge Xpectra, Inc. Zucotto Wireless Zucotto Wireless Chief Financial Officer Vice President of Engineering Chief Financial Officer Vice President of Engineering Vice President of Operations Vice President of Marketing Vice President of Sales Director of Carrier Relations Chief Financial Officer Vice President of Marketing Chief Executive Officer Vice President of Core Network Engineering Vice President of Sales and Marketing President of Enterprise Solutions Chief Financial Officer Chief Financial Officer Vice President of Sales Chief Executive Officer EMERGING GROWTH CLIENTS SAM Ventures Aberdare Ventures Alloy Ventures Alta Partners Altitude Life Sciences Ventures APAX Partners Artiman Ventures AsiaVest Partners Avalon Ventures Bill and Melinda Gates Foundation Birnie Capital Partners Burrill and Company Carmel Ventures CB Health Ventures Cedar Grove Partners, LLC CHL Medical Partners CMEA Ventures Collinson, Howe & Lennox LLC Columbia Capital Domain Associates Doug Ackerman & Goodrich (DAG) Ventures Draper Fisher Jurvetson EnerTech Capital Enterprise Partners Venture Capital Falcon Investment Advisors, LLC Fog City Fund Forward Ventures Frazier Healthcare Ventures GEN3 Capital LP Growth Works (Canada) Gund Investment Corporation Harris & Harris HBM Partners Highland Capital Management, L.P. iD TechVentures, Inc. Inter West Partners Jacobs Investment Company K2 Bioventures KeyNote Ventures Kleiner Perkins Kline Hawkes & Company Lightspeed Venture Partners MHR Fund Management LLC Michael B. Targoff and Co Mission Ventures Mobius Venture Capital New Enterprise Associates Northwater Intellectual Property Fund LP1 Oak Investment Partners L.P. OVP Venture Partners Palo Alto Investors Posco Bioventures Prospect Venture Partners Prudential Capital Partners, L.P. Ridgewood Capital Sanderling Ventures Scale Venture Partners Sevin Rosen Fund Shelter Capital Partners Shepherd Ventures Sofmnova Ventures Sprout Group STAR Ventures SV Life Sciences Tallwood Venture Capital Tavistock Life Science Ventures Technology Ventures Thayer Capital Partners Three Arch Partners Trex Enterprises Corporation U.S. Venture Partners (USVP) Venrock Versant Ventures Wasatch Advisors Yaletown Venture Partners (Canada) CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of O<3 ss. On - Date personally appeared before me, . V \ Name and l/_li?fa A hi^-enpo/ ' ''t^J Name(s) of Sign* \ Name and Title of Officer (e.g., "Jane Doe, Notary PublicT Notary WWte - Ccitorto lotOtogoCourty it Signer(s) D personally known to me ^yjroved to me on the basis of satisfactory evidence to be the person(s) whose name(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. WITNESS my hand and official seal. Signature ot Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: _ r ~ o^ <->> — Q f Number of Pages^^ ~~ &~ Q ~~ Q ( Signer(s) Other Than Named Above:. Capacity(ies) Claimed by Signer. Signer's Name: O"TO. C- €L N/ Lj ft \J £ y D Individual (\ . i Incorporate Officer — Title(s): TT -0 $ > ri 4 *\\ D Partner — D Limited D General D Attorney-in-Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing:_ ih r\\\ \ *RIGHT THUMBPRINT OF SIGNER Top of thumb here © 1999 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • vvww.NationalNotary.org Prod. No. 5907 Reorder: Call Toil-Free 1-800-876-6827 REQUEST FORM - PROFESSIONAL LIABILITY FACTORS IN SUPPORT OF REQUEST TO MODIFY PROFESSIONAL LIABILITY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested bv: *\ i M £ 1 1 to -ft s ndn\ t« ''xtf/Urfj I vS? /U/ fee s 9 ' ko ^ 7 (Name and Department) (Date) The proposed modifications) to the insurance requirement(s) for j^Mo g^ pe f-ryioAjV(S f" C X £c. u£afe -ls: (Name ofcontract) a Coverage in the amount of: Sj> _ . Q FACTOR(S) IN SUPPORT OF MODIFICATION^) (check those that apply) a Category Assumption^) NA: Category assumptions are not applicable, [explain! &<*" terrors a Significance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product, [explain] a Significance of Contractor: Contractor has unique skills and there are few if any alternatives, [explain: include number of candidates RFP sent to and number responded if applicable] Q Contractor's work-product is recommendations only; no design or other work-product for which there is no in-house expertise, [explain]: _ _ a Professional Liability coverage is not available to this contractor or would increase the cost of the contract by 2 _ [explain]. _ . _ _ Q Other (e.g. explain why exposures minimal, how exposures covered in another polic, exosure control mechanisms, and any other information pertinent to your reuest): Jl <- " '*• /V\ Approved by City Attorney for this contract only: (Signature) (Date) http^/d^eb/adnrinseiv/risk/docuinentation/ProfessionalServicesCcmtracts.doc J g REQUEST FORM - AUTO LIABILITY FACTORS IN SUPPORT OF REQUEST TO MODIFY AUTOMOBILE INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s) entirely. Requested by: \ KA/V £ M iVrr Al^' * I^ITATI^ e JWt) > C? 5> f/z,0 (Name and Department) (Date) The proposed modification(s) to the insurance requirement for //)4oitA|3erT yvngxj'gr is: (Name of contract) a Coverage in the amount of: $ FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) a Category Assumption(s) NA: Category assumptions are not applicable, [explain]* a No Auto Use Required: All work is done off-site and/or requires no use of an automobile.* [this is not necessary if evident in scope of work] V Amount of driving required: Occasional meetings with staffer one/few site visits for a service such as / maintenance.* a Significance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product.* a Significance of Contractor: Contractor has unique skills and there are few if any alternatives, [explain: include number of candidates RFP sent to and number responded if applicable]* a Contract Amount/Term of Contract: $ . Work will be completed over a period of. a Other*: * "Employment" below must be completed. a Employment: There is a negligible chance that the City will be liable for damages related to a vehicle accident because the risk of a finding that the Contractor is employed by the City is negligible, [explain] Approved by City Attorney for this contract only: (Signature) (Date) ht^)://cityweb/adnrinserv/rislOTlocumentation/ProfessionawvicesCon1racts.doc 1 f.~