Loading...
HomeMy WebLinkAboutManagement Partners - 2018-09-27PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND MANAGEMENT PARTNERS FOR FISCAL AND BUDGET SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and MANAGEMENT PARTNERS, a n Ohio Corporation, hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to prepare a long-term fiscal model; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Andrew Belknap who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 18-6955/189952 1 of I I 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to n > commence on L)PO �' C7_1 , 20�? (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than one (1) year from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Thirty -Nine Thousand Dollars ($39,000.00). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 18-6955/189952 2 of 11 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for 18-6955/189952 3 of 11 CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above -mentioned insurance shall not contain a self -insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims -made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 18-6955/189952 4 of I I 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other 18-6955/189952 5 of 11 payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any 18-6955n89952 6 of I I financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail -return receipt requested: TO CITY: City of Huntington Beach ATTN: Carol Molina -Espinoza 2000 Main Street Huntington Beach, CA 92648 17. CONSENT TO CONSULTANT: Management Partners Attn: Andrew Belknap 2107 North First Street, Suite 470 San Jose, CA 95131 When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 18-6955n89952 7 of I I 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of 18-6955/189952 8 Of I I the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24. ATTORNEY' S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 18-6955/189952 9 of I I 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. 18-6955/189952 10 of I I IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, MANAGEMENT PARTNERS, an Ohio Corporation By: z6e` Gerald E. Newfarmer, President and CEO print name ITS: (circle one) chairrnalPresidenvice President ITS: (circl etary/Chief Financial Officer/Asst. Secretary Treasurer 18-6955/189952 11 of I 1 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California 14�� Director/Chief (Pursuant To HBMC §3.03.100) APPROVED AS TO FORM: City Attorney 01 Date RECEIVE AND FILE: City Clerk Date COUNTERPART EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly ate CONSULTANT'S cost schedule: B. Travel Charges for time such services shall be based upon the following hourly rate and travel are not reimbursable. C. Billing \ 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of he time that was taken to perform that work and who performed it. 2. Each month's bill should include total to date. That total should provide, at a glance, the total fees and costs incurred to ate for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completio( of tasks. In the event CITY rejects or has comments on any such product, CIT shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY all. . voice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks. in accordance with this Agreement, CITY shall approve the invoice, in which evert payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an mve, CITY shall notify CONSULTANT in writing of the reasons for non -approval\ and the schedule of performance set forth in Exhibit "A" may at the option of C'r_r1(v be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought Exhibit B EXHIBIT "B" Payment Schedule (Fixed Fee Payment) I. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Exhibit B PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND MANAGEMENT PARTNERS FOR FISCAL AND BUDGET SERVICES Table of Contents 1 Scope of Services................................................................................................................ 1 2 City Staff Assistance........................................................................................................... 2 3 Term; Time of Performance................................................................................................ 2 4 Compensation......................................................................................................................2 5 Extra Work.......................................................................................................................... 2 6 Method of Payment............................................................................................................. 3 7 Disposition of Plans, Estimates and Other Documents....................................................... 3 8 Hold Harmless..................................................................................................................... 3 9 Professional Liability Insurance..............................................................................4 10 Certificate of Insurance....................................................................................................... 5 11 Independent Contractor....................................................................................................... 6 12 Termination of Agreement..................................................................................................6 13 Assignment and Delegation.................................................................................................. 6 14 Copyrights/Patents.............................................................................................................. 7 15 City Employees and Officials.............................................................................................. 7 16 Notices....................................................................................................................7 17 Consent................................................................................................................................8 18 Modification........................................................................................................................ 8 19 Section Headings................................................................................................................. 8 20 Interpretation of this Agreement......................................................................................... 8 21 Duplicate Original............................................................................................................... 9 22 Immigration.......................................................................................................................... 9 23 Legal Services Subcontracting Prohibited........................................................................... 9 24 Attorney's Fees..................................................................................................................... 10 25 Survival................................................................................................................................10 26 Governing Law..................................................................................................................... 10 27 Signatories............................................................................................................................10 28 Entirety................................................................................................................................. 10 29 Effective Date................................................................................. I I A`"?b® CERTIFICATE OF LIABILITY INSURANCE ATE (MM/DfY) 018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER HAUCONTACT SER 5905 E. Galbraith Rd Suite 9000 Cincinnati OH 45236 NAME: Vfckl Dixon PHONE 513-745-9200 513-745-9129 ADDRESS: vdixon thehauser rou .com INSURERS AFFORDING COVERAGE NAIC N INSURER A: Ohio Security Insurance Co 24082 INSURED hAAMACi-2 Management Partners, Inc. 1730 Madison Road INSURER B : American Fire & Casualty GO 24066 INSURER c: The Ohio Casualty Ins. Co. 24074 INSURER D: Continental Casualty Company 20443 Cincinnati OH 45206 INSURER E ; INSURER F UnVFRA[:FR CFRTIFICATF NIIMRFR• 1ROQ.RI7QQR RFVIRInN MI IMRFp. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IL7 R TYPE OF INSURANCE ADDL R Ma POLICY N POLICY EFUMBER F MMIDDIYYYY POLICY EXP MMIDDIYYYY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR BKS(19) 67 82 60 67 3r1/2018 3/1/2019 EACHOCCURRENCE $1,000,000 DAMAGE ORE E PREMISES Ea occurrence)$1,000,000 MED EXP An one person)$1 Doo PERSONAL 8 AOV INJURY $1,000,000 GENERALAGGRWATE $2,0D0,000 GEMLAGGREGATE LIMIT APPLIES PER X POLICY SE LOC PRODUCTS-COMP/OPAGO $2.000,000 OHIO STOP OAP $1,000,000 B AUTOMOBILE X X LIABILITY ANY AUTO ALLOWNEO SCHEDULED HRTI:DSAUTOS AU705 X NON -OWNED AUTOS BAA (19) 5782 80 57 311/2018 3!1l2019 OMBI ED INGLE U IT Ea a ,ident 000 000 BODILY INJURY(Perperson) $ BODILY INJURY (Per accident) $ PR P.IRe DAMAGE $ C X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE USO (19) 1I2018 3/1/2019 EACH OCCURRENCE S3,000,000 AGGREGATE $3.000,000 DED I X RETENTION 0 It A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? NI (Mandatory In NH) Ifins describe under DESCRIPTION OF OPERATIONS below N I A MS (19) 5782 TY ATTORNER CITY OF HUNTINGTON 3/112018 BEACH 311/2019 )( I S7ATU- OTH- E.L. EACH ACCIDENT $1,000,000 ELM EASE-EAEMPLOYE $1,o00,00D E.L. DISEASE -POLICY LIMIT $1,000,000 D Mgmi. Prot. Liability Deductible 596801710 3/112018 3/1/2019 M9men! Liab Profess. 11,000,000 Deductible $10,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, I1 more apace is required) Umbrella Policy follows form to the General Liability and Auto Liabilityy Policies The City of Huntington Beach is Additional Insured per Blanket Additional Insured endorsement CO 8810 04 13. Subject to signed written contract, policy terms, conditions, and exclusions. ULM 111"L61A 1 t r1VLUtK UAIV[.CLLA i iuN 3u Oays except w Oays nun payment I City of Huntington Beach 2000 Main Street Huntington Beach CA 92646 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 0 1988-2010 ACORD CORPORATION. All rinhts rnsarvarl ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD V COMMERCIAL GENERAL LIABILITY CG88100413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT PAGE NON -OWNED AIRCRAFT 2 NON -OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY -ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 3 ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6 WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc„with its permission. Page 1 of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON -OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It Is not being used to carry persons or property for a charge. I However, the insurance afforded by this provision does not apply if there Is available to the Insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically >= in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON -OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following; This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and s (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY -ELEVATORS 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion J. Damage To Property do not apply If such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not Include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following Is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) � if Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury and Property Damage Liability; a. The fourth from the last paragraph of exclusion J. Damage To Property is replaced by the follow- ing: Paragraphs (1), (3) and (4) of thls exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of Insurance applies to this coverage as described in Section Ili - Limits of Insurance. © 2013 Liberty Mutual insurance CG 88 10 04 13 includes copyrighted material of insurance Services Office, Inc..with its permission, Page 2 of 8 b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described In Section tit - Limits Of Insurance. 2. Paragraph 6. under Section Ill - Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9.a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included In your premises rental or lease agreement, Is not an "insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by thls policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I - Coverage C - Medical Payments, Subparagraph (b) of Paragraph a. Is replaced by the following: (b) The expenses are Incurred and reported within three years of the date of the accldent; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 1. Under Supplementary Payments - Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies, We do not have to furnish these bonds. $ 2. Paragraph 1A, is replaced by the following: d. All reasonable expenses Incurred by the insured at our request to assist us in the Investigation or defense of the claim or "suit", Including actual loss of earnings up to $500 a day because of time off from work. S G. ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2, under Section 11 - Who Is An Insured is amended to include as an Insured any person or organization whom you have agreed to add as an additlonal Insured in a written contract, written agreement or permit. Such person or organization Is an additional insured but only wlth respect to liabillty for "bodily injury", "property damage" or "personal and advertising injury" caused In whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional Insured that are the subject of the written contract or written agreement provided that the "bodily Injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or © 2013Liberty Mutual Insurance CG 88 10 04 13 includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This Insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arlsing out of the operations performed for the state or political subdivision; (2) This Insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: ;= (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- �a sures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. However: i� 1. The Insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured, With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when; (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its Intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement Is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condl- tions. © 2013Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 8 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily Injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that Insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", Involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished In connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional Insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the Injury or damage arises has been put to its Intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement Is- sued by us and made a part of this policy. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section IIi - Limits Of Insurance: If coverage provided to the additional insured Is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. $ This endorsement shall not increase the applicable Limits of insurance shown in the Declaratio ns. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form " or endorsement under this policy. Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary insurance: If an additional Insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional Insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. © 2013 Liberty Mutual Insurance CG 88 10 04 13 includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this Insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other Insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. 1. ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" != This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. �— 1. The following is added to Condition 2, Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result In a claim or "suit" under this insurance to us; s b. Tender the defense and Indemnity of any claim or "suit" to all insurers whom also have Insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined In Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/ MALPRACTICE WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section 11 - Who Is An Insured is replaced with the following: (1) "Bodily injury" or "personal and advertising injury"; (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above; " (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not In the business of providing professional health care services or providing profes- sional health care personnel to others, or If coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily Injury" or "personal and advertising Injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and O 20131-iberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. Page 6 of 8 advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising Injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section 11- Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured If there Is no other similar insurance available to that organization. However: a. Coverage under this provision Is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV - Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior "occurrences" existing as of the Inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions, the following Is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Sult: Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in Itself constitute knowledge of the Insured unless an insured listed under Paragraph 1. of Section II - Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". a N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V - Definitions, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical Injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. ® 2013Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. Page 7 of 8 s s V, P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY Is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the Insured. This exclusion does not apply to "bodily Injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions, the following Is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement -that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. © 2013Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. Page 8 of 8 PartnersManagernen s September 14, 2018 Mr. Fred Wilson, City Manager Ms. Lori Ann Farrell Harrison, Assistant City Manager Mr. Gilbert Garcia, Chief Financial Officer Ms, Carol Molina -Espinoza, Finance Manager - Budget. City of Huntington Beach 2000 Main. Street Huntington Beach, CA 92648 Dear Mr. Wilson, Ms. Farrell Harrison; Mr. Garcia and Ms. Molina -Espinoza: It was a pleasure meeting with you in May to discuss preparing a long-term fiscal model for the City. As you know on June 8; 2018 we provided the City with a draft. proposal to complete this work. Since that time, I have further discussed scope. with Mr. Garcia and on August 291h; I met with Mr. Garcia and Carol Molina Espinoza (Finance Manager — Budget) to demonstrate the model and discuss our overall approach. On September 711, Carol requested an updated proposal which is provided in this letter. We have modified the original proposal to eliminate the workshop activity and to make the final deliverables include the detailed long-term fiscal model in Excel and a detailed PowerPoint of the observations and findings associated with the model. The revised cost estimate is approximately $39,000'°,In addition, San;Leandro has now completed a competitively obtained contract with Management Partners for this work which I believe the City of Huntington Beach can use in its own procurement decision / process. We are.pleased to provide this proposal to review Huntington Beach's financial sustairiability, with the goal of understanding the fiscal drivers shaping the. City's fiscal condition. This project will analyze current operating costs, identify unmet needs along with associated costs, and prepare a ten-year fiscal model. We will develop alternatives to address both current and unmet needs in a financially sustainable way, consistent with best local government financial practices and policies. Because of our experience workingwith many cities onfiscal projections and budget strategies and having recently assisted Huntington Beach on projects in the City Attorney's Office as well as community services, public works and police departments, we begin this engagementwith some understanding of the City and. its needs. We also have a great deal of knowledge about current fiscal conditions facing' California cities. With the City's prior five-year financial plan expiring next year, and pension obligations rising despite the City's aggressive efforts to reduce 1730 MADISON ROAD • CINCINNATI, OH 45206, • 513 8615400 FAX 518 8613480 MANAGEMENT?ARTNERS,COM 2107 NORTH FIRSTSTREET, SUITE 470 • SAN JOSE, CALIFORNIA 95131 • 408 437 5400 • FAX 408 453 6191 3152 RED HILLAVENUE, SUITE 210 • COSTA MESA, CALIFORNIA 92626 • 949 2221082 0 FAX 408453 6191 Mr. Fred Wilson Page 2 its unfunded liabilities, there will be great benefit from a detailed ten-year financial forecast and an examination of budget strategies to strengthen the fiscal outlook. We have outlined a plan of work composed of six activities that will help define a path to financial sustainability. The outcome will be a report that clearly sets forth the City's revenue and expenditure trends during the past five or more years and provides projections for the next ten years. The report will contain recommendations for a multi -pronged strategy for achieving a stabilized and sustainable fiscal plan. We recognize that every jurisdiction is unique, and we have developed a creative approach to address the structural budget challenges faced by local governments. This approach relies on a combination of outside expertise and includes staff and elected officials who contribute to generating ideas and solutions. We will provide a practical and credible financial sustainability plan that will be beneficial to the City. About Management Partners As you may know, Management Partners was founded in 1994 with a specific mission to help local government leaders improve their service to the public. Since then we have worked with cities, counties, towns, and special districts of all sizes across the United States to help them work more effectively and run more efficiently. We offer a balance of perspectives with a practitioner's bias and a proven track record of successful consulting engagements. This experience gives us a sensitivity that produces positive outcomes. We are proud to say that as a result of our quality work, many of our clients ask us to complete subsequent assignments. » We Know Local Government. Our associates have served in local governments, so we have a deep understanding of the operating and political environments in which you work. » We Take a Collaborative Approach. We consider ourselves part of your team and strive to ensure our work supports your overall corporate strategy and goals. » We Have Extensive Experience. Each of our more than 80 associates is an expert in one or more service areas, and our firm has assisted hundreds of jurisdictions in 42 states. We Have Developed Proven Methodologies. We understand the importance of a holistic approach to improving organizations, using field-tested techniques for each aspect of the work. Our Work Plan is Tailored to Your Needs. Each of our projects is individually tailored to our client's unique needs, starting with a careful learning process. » We Take Pride in the Quality of Our Work. Our internal processes ensure first-rate, complete staff work and adherence to the highest of ethical standards in public service. » We Are Focused on Implementation. As practitioners, our recommendations make practical sense and are able to be implemented. 0 Mr. Fred Wilson Page 3 We Provide a Full Suite of Services. Management Partners' services include everything required to support local government leaders, including organization assessments, performance management, process improvement, strategic planning, and financial planning, budgeting and analysis. Proposed Plan of Work Huntington Beach is a well -run city, ranked first in the nation by Wallet Hub for the quality of city services and ranked fourth out of 116 cities by the Fiscal Times for the honor of 'Best Financial Shape." But even the best -run cities in California are facing financial challenges due to the lingering effects of the Great Recession and the prospect of dramatically increasing pension obligations. Like many cities, Huntington Beach is looking for strategies to withstand pension pressure and maintain its excellent services and fiscal responsibility in coming years. Based on our experience with financial sustainabihty and our understanding of the needs of Huntington Beach, we have prepared a plan of work to provide a ten-year fiscal projection and budget strategies. This framework is amenable to refinements based on your input. Activity 1— Start Project Management Partners will begin this project with a kickoff meeting with the City. During this meeting we will refine the schedule, discuss the project objectives, and review the tasks to be completed. We will discuss the establishment of a management steering committee to serve as a sounding board as we develop recommendations. We have found such committees to be useful in projects like this. After this initial kickoff meeting we will submit a document and data request to the City. Typically, we will also prepare a communication to all employees explaining the project and alerting them that all ideas for improving the fiscal position of the City will be welcomed and seriously considered. After the meeting we will interview elected and appointed leaders to understand their perspectives on the challenges ahead. Activity 2 — Gather Information and Data Next, we will initiate a careful learning phase to understand the City's current fiscal status and environment. We will review multi -year budget information, including revenue sources and amounts, expenditure allocations, reserves and other funds, budgetary reductions and cost shifts that have been made to date, the local community, the City's labor environment, and other relevant factors. During this activity, we will compile data to be used throughout the analytical phase of the project. This will include budgets, department budgetary recommendations, analytical work, labor agreements and other pertinent information. In addition, we will review budgeting approaches and test budget assumptions against actual experience, and review and factor in the 0 Mr. Fred Wilson Page 4 City's inventory of unmet or deferred infrastructure and maintenance needs, to the extent the information is available. Other data essential to this type of project come from executive managers, mid -managers and line employees. We find that useful ideas are generated by staff and we will optimize opportunities to hear their suggestions. We will gather input from staff in several ways, as described below. To maximize our efficiency in this area, we will utilize previous work products developed by the City as part of the budget process, which may include suggestions and ideas from staff. All department directors will be interviewed to hear their experiences during the last few years with budget balancing and suggestions for budget stabilization, both on the revenue and expenditure side. We will interview the leaders of the City's labor associations to hear their perspectives and suggestions about the budget. Activity 3 — Develop Baseline Fiscal Trend Model Next, we will analyze the data we have gathered through the previous activities. We will meet with financial staff and develop assumptions and parameters. We will identify historical trends and create a forecast giving a comprehensive perspective of the factors affecting the financial capacity of the City. This analysis will provide a sound basis for understanding the City's financial ability to fund services during the next ten years. We will develop a multi -year fiscal model based on this information using our fiscal modeling approach, which ties back to accounting and payroll records and any modeling tools the City currently uses for forecasting purposes. To organize our work, we will develop independent strategies grouped in four dimensions which, taken together, comprise a range of alternatives for closing the deficit gap and creating a stabilized and sustainable budget. They are: 1. New/Increased Revenue Sources. This involves identifying new revenue sources based on best practices, including user fee/cost recovery approaches. 2. Expenditure Controls/Shifts. This refers to strategies that cap or save General Fund expenditures either by shifting costs to other funds or service providers. 3. Service Delivery Model Changes. This includes looking at alternative, lower -cost service delivery approaches. 4. Service Delivery Reductions. This involves reductions based on prioritizing core services and reducing non -core ones. Typically, we develop a draft forecast and then review it in person with managers to refine and validate our assumptions. We are careful to tie back all model data to the City's source Mr. Fred Wilson Page 5 documents and to fully explain the assumptions underlying the model. After reviewing the model with staff, we will make refinements and develop a final model suitable for presentation. During this activity we also develop a user's manual and train staff on the capabilities of the model with the expectation that staff will "own" and begin using the model regularly as a tool. Activity 4 — Develop Options As we analyze data and gather input, we will look for optimization opportunities that may exist, alternative service delivery approaches that might be possible, revenue enhancement options, the potential for cost shifts, potential redundancies in program operations, and the potential for organizational consolidation to save resources. We will also assess the strategies employed to date to ascertain which have been most effective in reducing costs and increasing revenues. We will identify budget balancing approaches that are being used by other municipalities that may be appropriate for Huntington Beach. Since we work with many cities, we have a full knowledge base of alternative approaches that are being applied successfully in the current economic environment. Following our analysis of the data, we will develop a ten-year budget projection and preliminary matrix of short- and long-term strategies to eliminate the City's structural deficit. The initial matrix will be organized into the categories established in Activity 3. It will include estimated timeframes (short- vs. long-term) and expected order of magnitude financial results. Activity 5 — Report Results Incorporating the feedback we receive during Activity 4, we will refine the strategies and prepare a detailed PowerPoint presentation including the findings developed in the model and recommendations for improving the City's fiscal outlook. We will review a draft with you and the management steering committee for clarity and factual accuracy and then finalize it. We will present the PowerPoint and the model to the City Council. Optional Implementation Activity The work described above will provide the City with a fully functional fiscal model that will describe the challenges ahead and potential options for maintaining fiscal sustainability, but this work in and of itself will not create an actual agenda or implementation plan for deploying the potential strategies identified. Often our clients will take our fiscal model and potential strategies and begin developing plans to implement solution options. Sometimes our clients request our assistance with this implementation stage and we believe it offers great value, so we have included it as an optional activity for you to consider. We can provide the City with a quote for this additional work before, during or after we complete the project described above, but if this additional work is included it affects the timing and cost of the activities as outlined. As a first step in this implementation process, we would build on our presentation to City Council by holding an interactive workshop -style meeting with Council members and senior staff. During the meeting we can show elected officials how various actions can be woven into Mr. Fred Wilson Page 6 an overall strategy for achieving fiscal sustainability. We can also show Council -members in real time how policy decisions, such as hiring additional employees, can affect the bottom line. Incorporating the feedback received during the Council workshop, we would perform a detailed analysis of strategies offering the greatest potential for addressing the fiscal challenges documented in the previous activities. We will identify the following information for each strategy: Priority rank, Description and rationale, Estimated fiscal impact, Implementation schedule (short- vs. long-term), Implementation barriers and transition requirements, and Any one-time costs for implementation. We will take care to qualitatively weigh the importance of various implementation barriers. Such barriers could range from relatively simple changes in policies or procedures to more complex contractual, organizational, or policy changes. The differences in barriers are likely to dictate both the timeframe and the priority for each strategy, as well as level of difficulty to implement. We will present the results of our implementation analysis to you and the management steering committee for feedback. If additional analysis is needed, we will conduct it following that meeting. During this optional activity we could also present the draft plan to stakeholder groups such as employees, unions, and/or others. The value in this undertaking is that the executive team and ultimately the elected officials and public will be informed about stakeholder perspectives, including support or opposition about various strategies. Management Partners will capture all feedback for inclusion into our final presentation. Our deliverable from this optional activity would be a detailed implementation action plan, which will be a roadmap to developing the solutions to meeting the budget challenges facing Huntington Beach. Our Experience and Qualifications The following list shows jurisdictions that we have assisted in the recent past with financial planning and budgeting. In addition, our website, managementpartners.com, has information about our past clients, which includes hundreds of jurisdictions in 42 states. You are welcome to contact any of them about our performance. o Anaheim, California » Maricopa County, Arizona Benicia, California » Midpeninsula Regional Open Space District, » Berkeley, California California 0 Mr. Fred Wilson Brentwood, California » Campbell, California Daly City, California Davis, California » Delaware County, Ohio El Monte, California » Fresno, California Gallup, New Mexico » Gateway Cities Council of Governments, California » Gilroy, California » Housing Authority of Santa Clara County, California » Hayward Area Recreation District, California » Inglewood, California Kansas City, Missouri Lathrop -Manteca Rural Fire District, California Long Beach, California » Millbrae, California » Morro Bay, California » Norfolk, Virginia » Oakley, California Orange County, North Carolina » Oxnard, California » Placentia, California Richmond, California » Riverside, California » Rohnert Park, California » Town of Ross, California » San Bernardino, California » San Jose, California » Santa Ana, California » Santa Clara, California » Stockton, California Tracy, California o Yuma County, Arizona Page 7 References We would be happy for you to contact any of our clients and have selected those below as examples of projects with similarities to what Huntington Beach is seeking. • • a IN RISEN WE Mr. Kurt Wilson i Long -Range Financial Plan City Manager Management Partners was engaged to coordinate the City's 425 N. El Dorado St., 2°d floor bankruptcy process in early 2012, following a financial assessment in Stockton, CA 95202 i late 2011. A major element of this work was the preparation of a 30- (209) 937-8212 ' year Long -Range Financial Plan (LRFP) that demonstrated the City's ongoing financial viability under their Chapter 9 plan of adjustment. Ms. Kimberly Trammell The LRFP withstood repeated court challenges as the City emerged Budget Officer I from bankruptcy and is still used today to set guidelines for the 425 N. El Dorado St., 3rd floor annual budget and labor negotiations. Stockton, CA 95202 (209)937-5088 I • a Mr. Ken Domer Financial Forecast 2017 City Manager Management Partners prepared a comprehensive fiscal model for 303 W. Commonwealth Ave the City of Fullerton. The model included all general fund costs and Fullerton, CA 92832 predicted spending for the next 10 years. The fiscal model indicated (714) 738-6310 i the significant structural deficit facing the City, illuminated its causes kdomer@cityoffullerton.com and provided several different scenarios. It was presented to executive management and the City Council. 0 Mr. Fred Wilson Page 8 s � s Ms. Susan Thorpe Long -Range Fiscal Model County Administrator Management Partners provided a fiscal model for this county in 198 South Main Street southern Arizona. With some 99 separate funds, the model is Yuma, AZ 85364 exceptionally complex. It uses appropriate custom assumptions for (928) 373-1010 expenditure and revenue drivers for each fund. We provided susan.thorpe@yumacountyaz.gov training to staff on the model, so as assumptions change they can use the model to project the County's fiscal health. After completing and presenting the fiscal model, Management Partners has provided ongoing services to the County by updating the model based on budget changes and training staff on how to modify and use the model on an ongoing basis. s o Ms. Maria Hurtado Fiscal Model Update and Budget Strategies 2017 Assistant City Manager Management Partners developed a long-term fiscal model of the 777 B Street, 4ih Floor City of Hayward. It includes both a 10- and 20-year forecast and Hayward, CA 94541 includes dozens of variable parameters that can be changed by a (510) 583-4305 ! toggle on the model dashboard. Management Partners also worked maria.hurtado@hayward-ca.gov ; with City staff to develop budget strategies to offset a structural Mr. Dustin Claussen budget deficit and restore financial stability. Approximately two dozen specific strategies were developed and arranged into decision Director of Finance "packages". The budget strategies were also included in the fiscal 777 B Street Hayward, CA 94541 i model to show the various approaches to resolving the budget (510) 583-4010 problem. At a Saturday work session, City Councilmembers used the dustin.claussen@hayward-ca.gov fiscal model with Management Partners and staff to develop a consensus approach. We also developed an action plan to help the City implement the recommendations. o Mr. Francisco Gutierrez I Management Consulting Advice Financial Services Director i Management Partners was engaged to conduct a review of the 20 Civic Center Plaza E organization and operations of the government to develop Santa Ana, CA 92701 1 recommendations to allow Santa Ana to continue to provide services (714) 647-5422 within its projected resource capacity. We conducted interviews futierrez@santa-ana.org with elected, appointed and labor leaders and collaborated with a project steering committee to identify alternatives for analysis. We also reviewed each labor association's memoranda of understanding to identify significant cost drivers. As part of the project, a ten-year financial perspective, including a five-year forecast, was developed to show the magnitude of the City's budget challenges. Our analysis resulted in 47 recommendations in three areas: new revenues, service delivery model changes and compensation changes. The recommendations improve Santa Ana's financial condition by at least $24 to $27 million annually. The analysis identified several targeted opportunities for contracting, including zoo operations and R-7 Mr. Fred Wilson Page 9 fire service. The City issued a request for proposals for zoo operations and approved contracting for fire service with the Orange County Fire Authority, saving approximately $10.5 million annually. Our Project Team We have a strong project team that is well qualified to complete this work for Huntington Beach. I will serve as project director and will oversee the substantive work of the project. Bob Leland, Special Advisor, will serve as project manager and will be responsible for execution of the project. We will be supported by Don Rhoads and Mandy Brown. Brief qualifications of each team member are provided below. Andrew Belknap, Regional Vice President Andrew is responsible for Management Partners' western operations. He has more than 20 years of local government experience, including service as a city manager, public works director, and consultant to California municipalities, counties and special districts. His areas of expertise include fiscal and budget analysis, municipal restructuring, governance models and developing service delivery partnerships and functional consolidations to take advantage of economies of scale in public sector service delivery. With Management Partners, Andy has served well over 100 California local governments, many on multiple occasions, including 17 of the largest 20 cities. A trained economist, Andy brings a special expertise to fiscal analysis and public finance issues. His blend of quantitative skills, coupled with a practitioner's understanding of public services and management systems, adds value to all types of organizational and policy analysis. Robert Leland, Special Advisor Bob joined Management Partners in 2012, after 37 years of experience in state and local government finance. He was director of finance for 26 years for the City of Fairfield, California; a city known for its entrepreneurial management and long-term financial planning. He has been preparing long-range forecasts and budget models since the early 1980s. He previously served as assistant finance director for the City of Sacramento, where he managed the city budget, and as a staff consultant to the Assembly Revenue and Taxation Committee, where he drafted and analyzed legislation and worked on the team implementing Proposition 13 in 1978. Since 2010 Bob has consulted in his area of special expertise, municipal budgeting and long-range forecasting. He is a leader in his profession, having been elected by his peers as president of both the California Society of Municipal Finance Officers and the League of California Cities' Fiscal Officers Department. Bob was the recipient of the 2010 Award of Excellence in Public Finance from the California Public Securities Association, which recognizes exceptional work, creativity, service and leadership by a municipal finance professional. Don Rhoads, Special Advisor Don began his career in public accounting and earned his CPA license before moving to municipal finance management. His more than 29 years of public sector experience includes fto Mr. Fred Wilson Page 10 serving as finance director for the City of Monterey, California, and just before joining Management Partners, as chief financial officer for the City of Beverly Hills. He has been well regarded by city councils, managers, and community members as -a person who takes complex financial information and presents it a way that is understandable and relevant. Don has been involved in just about every facet of municipal finance, including operational and capital budgeting, strategic financial planning, accounting and financial reporting, capital improvement planning, analysis and strategies related to unfunded liabilities, as well as staff development and teambuilding. He led the Mayor's Financing Task Force in Beverly Hills to successfully develop a financing plan for major upcoming capital projects, and he established an innovative Conference Center Financing District in Monterey to provide funding for the renovation and expansion of the Monterey Conference Center. Mandy Brown, Management Analyst Mandy is responsible for conducting financial and operational. analyses to support many types of client projects including organization reviews, process improvement, financial planning, and budgeting studies. She has a background in urban planning and statistics with significant community engagement and project management experience. Her analytic training includes, inferential statistics, linear and logistic regression, and survey research and design. She is experienced in collecting data and using analysis and modeling tools for forecasting, policy analysis, and the design of projects and plans. Hours and Cost Management Partners anticipates devoting 232 hours of staff time to complete the plan of work described above, as shown in the table below. The total cost of this project is $39,400, which includes all fees and expenses. The ultimate test of a quality project is that the client is pleased with the results, and we are committed to achieving that goal. Mr. Fred Wilson Page 11 Conclusion We look forward to working with you on this important project. Please let me know if we can provide any additional information. Sincerely, Andrew S. Belknap Regional Vice President Accepted for the City of Huntington Beach by: Name: Title: Date: Mi i Lis L r••�F�(Ilil. REQUEST FOR PROPOSALS FOR FINANCIAL FORECAST SERVICES RFP NO. 57069 RFP Issue Date: April 18, 2018 Proposal Submittal Due Date: May 16, 2018 Purchasing Office, San Leandro City Hall, 835 E. 14th Street, San Leandro, CA 94577 TABLE OF CONTENTS I. INTRODUCTION............................................................................................................. 3 It. SCOPE OF SERVICES.................................................................................................... 3 Ili. PROPOSAL REQUIREMENTS......................................................................................... 4 IV. SUBMITTAL REQUIREMENTS...................................................... ................ 5 V. ESTIMATED SCHEDULE... .......................... .......... — ...... .......................................... 6 VI. EVALUATION OF PROPOSALS...................................................................................... 6 VII. DELIVERABLES REQUIRED OF SUCCESSFUL CONSULTANT ....................................... 7 Vill. CONDITIONS.................................................................................................................. 7 Attachment A — Consulting Services Agreement .................... --.......... ............................................. Attachment B — Living Wage Guidelines and Frequently Asked Questions (FAQs) .......................... Attachment C — Living Wage Self Verification Form..... .................... ........... .......... — ..... ............ RFP No. 57069 - Financial Forecast Services Page 2 of 32 REQUEST FOR PROPOSALS FOR FINANCIAL FORECAST The City of San Leandro desires to solicit qualified proposals for a long range financial forecast in accordance with this Request for Proposals (RFP). Award resulting from this RFP will be a fixed contract with an initial term of five years, through June 30, 2023. INTRODUCTION Currently, the City produces a two year budget and a five year forecast, which is updated from time to time as necessary, A copy of the current adopted, two-year budget is available at the Finance Department's. website using the following web link: City of San Leandro - City Budget II. SCOPE OF SERVICES a. Establish baseline revenue and expenditure assumptions that include any recommendations for process improvements (i.e. "best practices"). These baseline assumptions must include maintaining fund reserves, remaining competitive regionally with labor contracts, meeting pension obligations, sustaining internal service funding to meet replacement cycles, fulfilling the City's debt service obligations, and other major factors that staff will identify vAth the consultant at the outset. b. Provide revenue estimates for the current year and subsequent ten years for the following General Fund categories: Property Tax; Sales Tax; Transient Occupancy Tax; Utility Users Tax; Franchise Fees; Business License Taxes; Fines, Forfeitures, Penalties; Revenue from the Use of Money and Property; Real Property Transfer Tax; Licenses and Permits; Cannabis -related Tax; Special Revenues; Gas Tax; and Intergovernmental Charges for current services; c. Provide expenditure estimates for the current year and subsequent ten years for the following General Fund categories: Salaries, Labor Negotiated Premiums, Overtime, and Benefits to include Medical Premiums, Vision and Dental, Long -Term Disability, Life Insurance Premiums, Employee Assistance Program, Medicare, Federal Income Tax, and Pension Obligations through CaiPERS— defned by bargaining group —that can adjust to changes in the discount rate; Services and Supplies; Contractual Fire Services, Fire Other Post -Employment Benefits (OPEB), and Equipment; Capital Outlay; Debt Service, Internal Service Fund Charges, "Other" Charges that include grants and transfers out; Termination Pay -outs; Legal Fees, Distinguish Capital Improvement Program (CIP) labor, retiree medical premiums, and non -labor expenditures, including debt service. d. The workbook must be scenario driven. This means the workbook visualizes graphically all revenues (section b), expenditures (section c), required reserve limits, and with a graphic representation of any impact to actual reserves (i.e. a "bottom line' analysis). Related graphs must be dynamic in nature, but also understandable, repeatable, and flexible. e. The workbook must allow the end -user to make changes using an "if this, then that" approach. For instance, if the City adds 2 officers to the police department, then the impact to reserves will be X, running a deficit by fiscal year XXXX. Or, if the City introduces revenue measure Y, the impact on fund reserves would generate a surplus in fiscal year YYYY. This forecast will not be utilized to RFP No. 57069 - Financial Forecas# Services Page 3 of 32 predict the future, but rather provide insight to elected officials and the City's executive team as an intellectual exercise. f. The workbook must offer the end -user the ability to adjust the forecast with contemporaneous information —a downturn in the economy, a revenue measure impact, or labor negotiation impacts. g. Each category listed in section (b) and section (c) should have associated sensitivity analyses to show how significant an impact any subsequent changes would have on fund reserves. If a significant sales tax generator leaves the City, how sensitive will General Fund revenues be to each of the top ten economic drivers. h. Describe the methodology for the revenue and expenditure estimates as well as the modeling for the ten-year forecast period. Provide any "best practices" incorporated into the forecast extended out ten years. I. The workbook must display information on both a calendar and fiscal year basis. j. The workbook must display information in the following formats: 1) an executive -level summary with impacts on City Reserves; and, 2) a financial manager -level summary at the fund balance and service -delivery impact level. The second format must provide scenarios around impacts to gain/loss of revenues and expenditures. k. The estimates will be provided twice annually, with a preliminary estimate typically provided in late Octoberleady November and the final forecast provided in late January/early February for incorporation into the City's General Fund Ten -Year Forecast that is released at the end of February each year. The consultant shall be responsible for maintaining the workbook on an annual basis or as frequently as staff requests it. I. Provide local and national economic forecasts concerning topics to be selected by the City, including but not limited to: Employment, Unemployment, Inflation, Gross Domestic Product (GDP), and Housing Prices. m. Provide a written overview of the current and forecasted economic conditions at the local, state and national levels. This written overview should incorporate local economic drivers and the relative significance of their business has on the General Fund. n. Prepare a ten-year budget model for the City's General Fund (as an Excel workbook), which an intermediate user of Excel could operate. o. Meet with City staff on the forecast twice annually and potentially present information to the Mayor and City Council. III. PROPOSAL REQUIREMENTS 1. Provide an upfront and annual cost proposal for completing the work described in the Scope of Services 2. Provide three references for cities where your firm has completed similar projects, including name, title, phone number, and email address 3. Provide a description of your firm's experience 4. Provide name of person(s) assigned to the City of San Leandro, including relevant work experience of the assigned personnel RFP No. 57069 - Financial Forecast Services Page 4 of 32 Non -Collusion Affidavit The Consultant declares, by signing and submitting a proposal, that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the Consultant has not directly or indirectly induced or solicited any other Consultant to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived, or agreed with any Consultant or anyone else to put in a sham proposal, or that anyone shall refrain from proposing; that the Consultant has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the Consultant or any other Consultant, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other Consultant, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and, further, that the Consultant has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, proposal depository, or to any member or agent thereof to effectuate a collusive or sham proposal. IV. SUBMITTAL REQUIREMENTS Consultants shall submit Items 1-4 as stated in Section 111. - PROPOSAL REQUIREMENTS. Consultant is required to indicate the Designated Contact in the proposal package. Include the designated contact individual's name, address, phone number(s) and email address, One original and three copies of the proposals shall be submitted, printed double -sided on recycled -content paper along with an electronic version in Adobe PDF format or similar open source file format.. The original proposal must be clearly marked and contain original signatures and must be easily reproducible on a standard copying machine, The proposal shall be signed by an individual(s) authorized to execute legal documents on behalf of the Consultant. Proposals shall be received by the City of San Leandro Purchasing Office no later than 5:00 p.m. on May 16, 2018. Late proposals will not be considered under any circumstance. Mail or deliver proposals to: City of San Leandro Julie Jenkins, Purchasing Agent Finance Department 835 E. 14th Street San Leandro, CA 94577 (510) 577-3472 Voice Failure to provide all required submittals in completed form and/or a clearly marked original with original signatures may result in a proposal being found non -responsive and given no consideration. Proposals must be neat, complete, and fully address all information specified in Section III. RFP No. 57069 - Financial Forecast Services Page 5 of 32 For information concerning RFP questions, procedures and regulations (i.e., submission deadline, forms required, etc.) interested parties must contact the City's Purchasing Agent. All questions shall be submitted via email. CITY OF SAN LEANDRO Julie Jenkins Purchasing Agent Email: iulielenkins aP.sanleandro,org V. ESTIMATED SCHEDULE RFP Issue Date Aril 18, 2018 Proposal Submittal Due Date May 16, 2018 Award of Contract (Tentative) After July 1, 2018 VI. EVALUATION OF PROPOSALS Proposals must fully address the evaluation factors, contain complete technical submittals, references and data to verify qualifications and experience and include a statement that the City contract can be executed, listing any exceptions. Proposals without sufficient submittal data to provide a complete evaluation will be considered non -responsive. As part of the technical proposal, Consultants must evaluate the City's proposal terms and conditions. Any exceptions taken to the proposal specifications and/or the City's Consulting Services Agreement must be listed as a separate item as Exceptions to Specifications. All proposals will be reviewed for compliance with specifications including documented capability to perform the prescribed work in a satisfactory manner. Proposals, which appear to be compliant, will be evaluated on a point system (0-100 points, with 100 being the best possible score) in accordance with the following: CRITERIA MAXIMUM POINTS 1. Adherence to City's Scope of Work 40 points 2, Price 40 points 3. Information Supplied in response to Section Ill. 15 points 4. References 5 points The City reserves the unilateral right to amend this RFP in writing at any time. The City also reserves the right to cancel or reissue the RFP at its sole discretion. Additionally, the City may seek clarification or additional information from Consultants, All Consultants shall verify if any addendum for this project has been issued by the City and shall respond to the final written RFP and any exhibits, attachments and amendments. It is the Consultant's responsibility to ensure that all requirements of contract addendum are included in their submittal. This RFP does not commit the City of San Leandro to sign an agreement, award a contract, or to pay any costs incurred in the preparation of a response to this RFP. All documents, conversations, correspondence, etc. with the City are subject to the laws and regulations that govern the City, All Proposals RFP No. 57069 - Financial Forecast Services Page 6 of 32 submitted in response to this RFP become the property of the City and public records, and as such may be subject to public review, The City reserves the right to reject any or all proposals and the right to waive minor irregularities in any proposals. Waiver of one irregularity does not constitute waiver of any other irregularities. Because this proposal is negotiable, all pricing data will remain confidential until after the award is made, and there will be no public opening and reading of proposals. VII. DELIVERABLES REQUIRED OF SUCCESSFUL CONSULTANT The successful Consultant(s) shall enter into a Consulting Services Agreement with the City of San Leandro and submit the following items within ten (10) days of notice of award. 1. City of San Leandro business license; to be maintained throughout length of contract 2. Copy of Certificate(s) of Insurance and endorsements in compliance with the requirements of Section 4. of Attachment A- Consulting Services Agreement and naming the City of San Leandro as an additional insured. 3. Completed IRS W-9 tax form 4. Self -verification form which shows compliance with the City of San Leandro Living Wage Ordinance VIII. CONDITIONS Permits and Codes The selected Consultant shall comply with all laws, codes, rules and regulations of the State, County, and City, applicable to the work to be performed at the City's location(s). The Consultant, who shall pay all lawful charges, shall obtain all permits lawfully required, City of San Leandro Living Wage Ordinance The San Leandro Municipal Code Title 1, Chapter 6, San Leandro's Living Wage Ordinance (LWO), provides that Consultants who engage in a specified amount of business with the City (except where specifically exempted) under contracts which furnish services to or for the City during the City's fiscal year shall comply with all provisions of this ordinance. The LWO requires a City Consultant to provide City mandated minimum compensation to all eligible employees, as defined in the Ordinance. In order to determine whether this contract is subject to the terms of the LWO, the selected Consultant must submit a completed self -verification form. Please note that the LWO applies to those contracts where the Consultant has achieved a cumulative dollar contracting amount with the City. Therefore, even if the LWO is inapplicable to this contract, change orders to this contract or the entering into of subsequent contracts may make them subject to compliance with the LWO. Furthermore, the contract may become subject to the LWO if the status of the Consultants employees change (i.e, additional employees are hired) so that Consultant falls within the scope of the Ordinance. RFP No. 57069 - Financial Forecast Services Page 7 of 32 Insurance Requirements Requirements are incorporated in Section 4 of Attachment A, Consulting Services Agreement (CSA). RFP No. 57069 - Financial Forecast Services Page 8 of 32 Attachment A CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SAN LEANDRO AND [NAME! OF PROFESSIONAL:.CONSULi`ANT`j FOR [NAME OF PROJECT] THIS AGREEMENT for consulting services is made by and between the City of San Leandro ("City") and ("Consultant") (together sometimes referred to as the "Parties") as of , 20` (the "Effective Date"). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on , the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as referenced in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Subsection 1.2 above and to satisfy Consultant's obligations hereunder. 1.5 City of San Leandro Living Wage Rates. This contract may be covered by the City of San Leandro Living Wage Ordinance (LWO). Bidder's attention is directed to the San Leandro Municipal Code, Title 1, Chapter 6, Article 6. Successful Bidder must submit completed self -certification form and comply with the LWO if covered. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed , notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the RFP No. 57069 - Financial Forecast Services Page 9 of 32 Attachment A amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant, Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible, City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date, Invoices shall contain the following information: ■ Serial identifications of progress bills; i.e,, Progress Bill No. 1 for the first invoice, etc.; ■ The beginning and ending dates of the billing period; • A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; ■ At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; • The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder; ■ The Consultant's signature; ■ Consultant shall give separate notice to the City when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City RFP No. 57069 - Finencid Forecast Services Page 10 of 32 Attachment A shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant, 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B. 2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B, and shall not exceed $ . Expenses not listed in Exhibit B are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator, Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall RFP No. 57069 - Financial Forecast Services Page 11 of 32 Attachment A be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before fully executing this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid or proposal. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence to City that such insurance is in effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF THIS AGREEMENT PRIOR TO EXECUTION. Consultant shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers' Compensation. 4.1.1 General Requirements. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Consultant may rely on a self-insurance program to meet these requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the Consultant, its employees, agents, and subcontractors. 4.1.2 Submittal Requirements. To comply with Subsection 4.1, Consultant shall submit the following: a. Certificate of Liability Insurance in the amounts specified in the section; and b. Waiver of Subrogation Endorsement as required by the section. 4.2 Commercial General and Automobile Liability Insurance. RFP No. 57069 - Financial Forecast Services Page 12 of 32 Attachment A 4.2.1 General Requirements. Consultant, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than $1,000,000 and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non -owned automobiles. 4.2.2 Minimum Scope of Coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (any auto). No endorsement shall be attached limiting the coverage. 4.2.3 Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. b. City, its officers, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired, or borrowed by the Consultant. C. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation. For any claims related to this Agreement or the work hereunder, the Consultant's insurance coverage shall be primary insurance as respects 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 excess of the Consultant's insurance and shall not contribute with it. 4.2.4 Submittal Requirements. To comply with Subsection 4.2, Consultant shall submit the following: RFP No. 57069 - Financial Forecast Services Page 13 of 32 Attachment A Certificate of Liability Insurance in the amounts specified in the section; b. Additional Insured Endorsement as required by the section; C. Waiver of Subrogation Endorsement as required by the section; and Primary Insurance Endorsement as required by the section. 4.3 Professional Liability Insurance. 4.3.1 General Requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $1,000,000 covering the licensed professionals' errors and omissions. Any deductible or self -insured retention, shall not exceed $150,000 per claim, 4.3.2 Claims -Made Limitations. The following provisions shall apply if the professional liability coverage is written on a claims -made form; a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at feast 5 years after completion of the Agreement or the work, so long as commercially available at reasonable rates. C. If coverage is canceled or not renewed and it is not replaced with another claims -made policy form with a retroactive date that precedes the date of this Agreement, Consultant shall purchase an extended period coverage for a minimum of 5 years after completion of work under this Agreement. A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement. 4.3.3 Additional Requirements. A certified endorsement to include contractual liability shall be included in the policy, 4.3.4 Submittal Requirements. To comply with Subsection 4.3, Consultant shall submit the Certificate of Liability Insurance in the amounts specified in the section. 4.4 All Policies Requirements. 4.4.1 Acceptability of Insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. RFP No. 57069 — Financial Forecast Services Page 14 of 32 Attachment A 4.4.2 Verification of Coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all Certificates of Liability Insurance delivered to Consultant by the insurer, including complete copies of all endorsements attached to the policies. All copies of Certificates of Liability Insurance and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Deductibles and Self -Insured Retentions. Consultant shall disclose to and obtain the written approval of City for the self -insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the City, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense), 4.4.5 Endorsement Requirements. Each insurance policy required by Section 4 shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the City. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: ■ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; ■ Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or ■ Terminate this Agreement. RFP No. 57069 — Financial Forecast Services Page 15 of 32 Attachment A Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Refer to the attached Exhibit C, which is incorporated herein and made a part of this Agreement. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6,2 Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law, The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable taws. Consultant and any subcontractors shall comply with all laws and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Consultant's failure to comply with any law(s) or regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract. 73 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions, Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, RFP No. 57069 - Financial Forecast Services Page 16 of 32 Attachment A Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City, 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or ail documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this RFP No. 57069 — Financial Forecast Services Page 17 of 32 Attachment A Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but are not limited to, the following; 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both Parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. RFP No. 57069 - Financial Forecast Services Page 18 of 32 Attachment A 9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of 3 years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Section 1090 et seq. RFP No. 57069 - Financial Forecast Services Page 19 of 32 Attachment A Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous 12 months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of California Government Code Section 1090 of seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of California Government Code Section 1090 of seq., and, if applicable, will be disqualified from holding public office in the State of California. At City's sole discretion, Consultant may be required to file with the City a Form 700 to identify and document Consultant's economic interests, as defined and regulated by the California Fair Political Practices Commission. If Consultant is required to file a Form 700, Consultant is hereby advised to contact the San Leandro City Clerk for the Form 700 and directions on how to prepare it. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials, 10.9 Contract Administration. This Agreement shall be administered by ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: PNCLUDE EMAIL ADDRESS] Any written notice to City shall be sent to: With a copy to: City of San Leandro Department of Finance c/o Purchasing Agent 835 East 14th Street San Leandro, CA 94577 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled RFP No. 57069 - Financial Forecast Services Page 20 of 32 Attachment A "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, and C [and D represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Exhibit A Scope of Services Exhibit B Compensation Schedule & Reimbursable Expenses Exhibit C Indemnification 10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.14 Certification per Iran Contracting Act of 2010. In the event that this contract is for one million dollars ($1,000,000.00) or more, by Consultant's signature below Consultant certifies that Consultant, and any parent entities, subsidiaries, successors or subunits of Consultant are not identified on a list created pursuant to subdivision (b) of Section 2203 of the California Public Contract Code as a person engaging in investment activities in Iran as described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b) of Section 2202.5 of the California Public Contract Code, as applicable. SIGNATURES ON FOLLOWING PAGE RFP No. 57069 - Financial Forecast Services Page 21 of 32 Attachment A The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party. CITY OF SAN LEANDRO Chris Zapata, City Manager Attest: Tamika Greenwood, City Clerk Approved as to Fiscal Authority: David Baum, Finance Director Account Number Approved as to Form: Richard D, Pic Roda, City Attorney Per Section 10.7: ❑ Form 700 Not Required ❑ Form 700 Required [Name, Title of Department Head] [NAME OF CONSULTANT] [NAME, TITLE] Consultant's DIR Registration Number (if applicable) RFP No. 57069 - Financial Forecast Services Page 22 of 32 Attachment A EXHIBIT A SCOPE OF SERVICES RFP No. 57069 - Financial Forecast Services Page 23 of 32 Attachment A EXHIBIT B COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES RFP No. 57069 - Financial Forecast Services Page 24 of 32 Attachment A EXHIBIT C INDEMNIFICATION A. Consultant shall, to the extent permitted by law, including without limitation California Civil Code 2782 and 2782.8, indemnify, hold harmless and assume the defense of, in any actions at law or in equity, the City, its employees, agents, volunteers, and elective and appointive boards, from all claims, losses, and damages, including property damage, personal injury, death, and liability of every kind, nature and description, arising out of, pertaining to or related to the negligence, recklessness or willful misconduct of Consultant or any person directly or indirectly employed by, or acting as agent for, Consultant, during and after completion of Consultant's work under this Agreement. B. With respect to those claims arising from a professional error or omission, Consultant shall defend, indemnify and hold harmless the City (including its elected officials, officers, employees, and volunteers) from all claims, losses, and damages arising from the professionally negligent acts, errors or omissions of Consultant, however, the cost to defend charged to Consultant shall not exceed Consultant's proportionate percentage fault. C. Consultant's obligation under this section does not extend to that portion of a claim caused in whole or in part by the active negligence or willful misconduct of the City. D. Consultant shall also indemnify, defend and hold harmless the City from all suits or claims for infringement of any patent rights, copyrights, trade secrets, trade names, trademarks, service marks, or any other proprietary rights of any person or persons because of the City or any of its officers, employees, volunteers, or agents use of articles, products things, or services supplied in the performance of Consultant's services under this Agreement, however, the cost to defend charged to Consultant shall not exceed Consultant's proportionate percentage fault. RFP No. 57069 - Financial Forecast Services Page 25 of 32 Attachment 8 CITY OF SAN LEANDRO LIVING WAGE ORDINANCE (LWO) Guidelines for Compliance & Frequently Asked Questions July2017 Guidelines for Compliance with the Living Wage Ordinance (LWO) Service Providers For Profit Service Providers Affects for -profit entities that provide services to the City valued at $25,000 or greater within the City's fiscal year; and which has six (6) or more employees. Any employee working on City services under contract with the City is covered by the LWO for the time spent performing said services. Non -Profit Service Providers Affects non-profit entities that provide services to the City valued at $100,000 or more within the City's fiscal year; and which has six (6) or more employees Any employee working more than 25% of their time on the City -contracted services being procured by the City under the contract with the employer is subject to. Lessees Affects lessee's of public property, licensees, concessionaires and franchises that generate $350,000 or more in annual (calendar) gross receipts. Any employee who spends more than 25% of their working time on the leased property or engaged in work directly related to the license, concession or franchise is subject to, Financial Aid Recipients Affects any entity receiving more than $100,000 in City grants, loans, or other cash/non-cash assistance within the City's fiscal year. Compliance is required for the duration of one year for each $100,000 of assistance, pro -rated up to a maximum duration of five (5) years after receiving said aide. Any employees who spend more than 25% of their working time engaged in work directly related to the purposes for which the City's aid was provided are subject to. Subcontractors/Sub-Lessees Affects both for -profit and non-profit employers that enter into a subcontract with the primary employer/contractor and assumes some of the obligations of the primary employer/contractor, Subcontractor's and sub -lessee's are also subject to the same living wage provisions and requirements as the primary employer or lessee, Employees who are or would be covered under the state prevailing wage rate requirement would only be covered by the Ordinance if their current prevailing wage rate was lower than the living wage rate. RFP No. 57069 - Financial Forecast Services Page 26 of 32 Compensation Covered businesses are required to pay no less than $15,80 per hour or $14.30 with health benefits valued at least $1.50 per hour, subject to annual CPI adjustment. Reporting and Compliance Covered businesses self -verify compliance and are subject to periodic re -verification and audit of living wage related records. RFP No. 57069 - Financial Forecast Services Page 27 of 32 Frequently Asked Questions 1. What is the City of San Leandro's Living Wage Ordinance? "Living wage" is an hourly wage level that sets wages at a level higher than the Federal or State minimum wage. The City of San Leandro Ordinance specifies that an hourly wage and a health benefit dollar level be applied to certain contracts, agreements and leases between the City and for -profit and non-profit entities. It does not apply to every business in the City. 2. When does the Living Wage take effect and when do businesses have to start complying and provide higher wages to their employees? September 1, 2007 is the effective date. Applicable businesses must comply with the Ordinance when they enter into a lease, contract or concessionaire or other agreement with the City of San Leandro, or when an existing agreement is amended to benefit the business. For example, if a lease contract expires in two years, compliance would not be required for the two years the lease remains in effect and unchanged, New contracts entered into or amended thereto affecting financial aid or expending the term after the effective date are subject to the Ordinance. Covered employees would be entitled to the higher wage on the effective date of the new or modified contract or agreement. All contracts and agreements with the City of San Leandro will include the requirement that the Living Wage Ordinance shall be complied with. 3. What is the required Living Wage rate? Covered businesses are required to pay no less than $15.80 per hour, which includes wages and employer health benefits, Health benefits must be valued at $1.50 per hour in order to be counted towards the requirement. In other words, an employee not receiving any employer health benefits would receive an hourly wage of at least $15.80, while one receiving health benefits would receive an hourly wage of at least $14.30. The living wage rate will be adjusted annually in July to reflect the consumer price index. 4. Are there any other required employee benefits specified? Yes. It specifies that employees must receive at least 22 days off per year (calendar) for sick leave, vacation, holiday, or personal necessity. At least 12 of the required days off shall be compensated at the same rate as regular compensation while 10 of the required 22 days may be uncompensated days off, Part-time employees shall be entitled to accrue compensated days off in increments proportional to that accrued by full-time employees, Employees shall be eligible to use accrued days off after the first 6 months of satisfactory employment or in accordance with the employer's policy, whichever is sooner. 5. What types of employee's are covered by the Ordinance? And does it cover full-time and part- time employees? Employees spending at least 25% of their work time on a City of San Leandro contract are covered, as long as they work for a business applicable under the terms of a covered agreement or contract. Both part- RFP No. 57069 - Financial Forecast Services Page 28 of 32 time and full-time employees are covered if they meet those criteria, Employees who are or would be covered under the state prevailing wage rate requirement would only be covered by the Ordinance if their current prevailing wage rate was lower than the living wage rate. Please see "Guidelines for Compliance" for additional detail. 6. What types of businesses are covered by the San Leandro Living Wage Ordinance? The Living Wage Ordinance applies to entities providing services to the City of San Leandro via contract or agreement, lessees of the City and recipients of City financial aide. Please see "Guidelines for Compliance" for the thresholds and criteria for each type of employer, lessee, financial aid recipient, or subcontractor and lessee, 7. Does the Living Wage Ordinance apply to sub -contractors or sub -lessees? Subcontractor's and sub -lessee's are also subject to the same living wage provisions and requirements as the primary employer or lessee. Employees who are or would be covered under the state prevailing wage rate requirement would only be covered by the Ordinance if their current prevailing wage rate was lower than the living wage rate. For example, employees of a firm hired to do building improvements for the contractor would be subject to the prevailing wage requirements under state law, 8. Does the Living Wage Rate affect tenants of a financial aid recipient? It depends on the circumstances, for example, if a developer receives a $500,000 city loan to rehab a commercial building and the tenants pay the market rate, they would not be subject to the LWO. However, the benefitting developer or business (and successors) would be subject to the LWO. 9. What types of employees are exempt? The Ordinance shall not be applicable to employees under 18 years of age, volunteers, qualified temporary employees working for the City of San Leandro, other government employees, employees that participate in a job training program, qualified disabled employees covered by a sub -minimum wage certificate or equivalent, interns or employees receiving academic credit through a job training program, employees already subject to the State's prevailing wage requirement (if living wage rate is higher than the prevailing wage rate, then the living wage rate would apply) , employees while working stand-by or on -call duty, and any other employee where the application of the Ordinance would be prohibited by State or Federal law. 10. Are any exemptions or waivers allowed for a business? Following City Manager review and recommendation, the City Council may approve waivers with or without conditions to any of the Living Wage provisions, upon determination that such action is in the best interest of the City. 11. What other types of businesses are not covered by the City of San Leandro Living Wage Ordinance? Commodity suppliers and suppliers of goods (paper, office supplies, equipment, etc.) and their employees are not covered. 12. What steps are in place to prevent discrimination or employer retaliation against the provisions of the Ordinance? RFP No. 57069 - Financial Forecast Services Page 29 of 32 Retaliation and discrimination against any person on account of having inquired into or having claimed a violation of the Ordinance is unlawful. Any employee who alleges violation of any of the Living Wage requirements may report such acts to the City. The City may investigate such complaints and take appropriate action to enforce the Ordinance. 13. How do the worker retention provisions of the Ordinance work? Briefly, any business that replaces another business in a lease, contract, subcontract, etc. is required to offer employment to the employees of the prior tenant or contractor for a period of 90 days. If the new business already has its own employees, then employment must be offered on the basis of seniority to its own and the prior employees. Managerial, supervisory, professional, paraprofessional, and confidential and office employees are exempted from this provision. 14. How is the Living Wage Ordinance enforced? Are there penalties against businesses found not to be complying? Employers self -verify compliance, The City may also periodically require employer re -verification and review the businesses living wage related records. Each business is required to allow access to its workforce and living wage related records by authorized City of San Leandro representatives to ensure compliance. Violations of the Living Wage Ordinance are subject to fines of up to $5,000, and/or the City may terminate the violator's agreement. Any person may bring action against a business in the Superior Court of California to enforce the measure. 15. Who can answer more questions about the Ordinance; and where can I get a copy of it? The Finance Department of the City currently administers the Living Wage Ordinance, Please contact the department at 510-577-3376 if you have any questions. You may obtain a copy of the Ordinance from the Finance Department; or it is available on the City`s website at: http://www.sanleandro.org/depts/finance/iivwage/default,asp RFP No. 57069 - Financial Forecast Services Page 30 of 32 Attachment C CITY OF SAN LEANDRO Living Wage Ordinance Self Verification Form for Providers of Personal Services TO BE COMPLETED BY ALL PERSONS OR ENTITIES ENGAGING IN A CONTRACT FOR SERVICES WITH THE CITY OF SAN LEANDRO, The San Leandro Municipal Code Title 1, Chapter 6, San Leandro's Living Wage Ordinance (LWO), provides that contractors who engage in a specified amount of business with the City (except where specifically exempted) under contracts which furnish services to or for the City during the City's fiscal year shall comply with all provisions of this ordinance. The LWO requires a City contractor to provide City mandated minimum compensation to all eligible employees, as defined in the Ordinance. In order to determine whether this contract is subject to the terms of the LWO, please respond to the questions below, Please note that the LWO applies to those contracts where the contractor has achieved a cumulative dollar contracting amount with the City, Therefore, even if the LWO is inapplicable to this contract, change orders to this contract or the entering into of subsequent contracts may make them subject to compliance with the LWO. Furthermore, the contract may become subject to the LWO if the status of the Contractor's employees change (i.e. additional employees are hired) so that Contractor fails within the scope of the Ordinance. SECTION 1 1. IF YOU ARE A FOR -PROFIT BUSINESS, PLEASE ANSWER THE FOLLOWING QUESTIONS a. During the period of July 1 -June 30 of the current city fiscal year, have you entered into contracts, including the present contract, bid, or proposal, with the City of San Leandro for a cumulative amount of $25,000,00 or more? YES NO If no, this contract is NOT subject to the requirements of the LWO, and you may continue to Section II. If yes, please continue to question 1(b), b. Do you have six (6) or more employees? YES NO If you have answered, "YES" to questions 1(a) and 1(b) this contract IS subject to the LWO. If you responded "NO' to 1(b) this contract IS NOT subject to the LWO. Please continue to Section II. 2. IF YOU ARE A NON-PROFIT BUSINESS, AS DEFINED BY SECTION 501(C) OF THE INTERNAL REVENUE CODE OF 1954, PLEASE ANSWER THE FOLLOWING QUESTIONS, a. During the period of July 1 -June 30 of the current city fiscal year, have you entered into contracts, including the present contract, bid, or proposal, with the City of San Leandro for a cumulative amount of $100,000.00 or more? YES NO If no, this Contract is NOT subject to the requirements of the LWO, and you may continue to Section II. If yes, please continue to question 2(b). b. Do you have six (6) or more employees? YES NO If you have answered, "YES" to questions 2(a) and 2(b) this contract IS subject to the LWO. if you responded "NO" to 2(b) this contract IS NOT subject to the LWO. Please continue to Section I I on the following page. RFP No. 57069 - Financial Forecast Services Page 31 of 32 SECTION 11 Please read, complete, and sign the following: THIS CONTRACT IS SUBJECT TO THE LIVING WAGE ORDINANCE. ❑ THIS CONTRACT IS NOT SUBJECT TO THE LIVING WAGE ORDINANCE. ❑ The undersigned, on behalf of himself or herself individually and on behalf of his or her business or organization, hereby certifies that he or she is fully aware of San Leandro's Living Wage Ordinance, and the applicability of the Living Wage Ordinance, and the applicability of the subject contract, as determined herein, The undersigned further agrees to be bound by all of the terms of the Living Wage Ordinance, as mandated in the San Leandro Municipal Code, Title 1, Chapter 6. If, at any time during the term of the contract, the answers to the questions posed herein change so that Contractor would be subject to the LWO, Contractor will promptly notify the City Manager in writing. Contractor further understands and agrees that the failure to comply with the LWO, this verification, or the terms of the Contract as it applies to the LWO, shall constitute a default of the Contract and the City Manager may terminate the contract and pursue any other legal remedies available to the city, including debarment, If the contractor is a for -profit business and the LWO is applicable to this contract, the contractor must pay a living wage to all employees engaged in work directly related to the contract with the City. If the contractor is a non- profit business and the LWO is applicable to this contract, the contractor must pay a living wage to all employees who spend 25% or more or their compensated time engaged in work directly related to the contract with the City. These statements are made under penalty of perjury under the laws of the state of Califomia. Printed Name: Title: Signature: Business Entity: Contract Description/Specification No: SECTION 111 * * FOR ADMINISTRATIVE USE ONLY -- PLEASE PRINT CLEARLY * * * I have reviewed this Living Wage Ordinance Self Verification form, in addition to verifying Contractor's total dollar amount contract commitments with the City in the past twelve (12) months, and determined that this Contract IS I IS NOT (circle one) subject to San Leandro's Living Wage Ordinance. Department Name Department Representative RFP No. 57069 - Financial Forecast Services Page 32 of 32 OE SRN <<`9 CITY OF SAN LEANDRO c� 0 835 E. 14TH STREET 4 SAN LEANDRO, CA 94577 fi (510) 577-3376 dRPORRtfO VENDOR: 27066 MANAGEMENT PARTNERS, INC. 2107 NORTH FIRST STREET SUITE 470 SAN JOSE, CA 95131 Page 1 / 1 ROINCIMBER 8/28/2018 57556 9 BILL TO:ACCOUNTS PAYABLE FINANCE DEPARTMENT 835 E,14TH ST SAN LEANDRO, CA 94577 FOB Point: Req. No.: Terms: Net 30 days Dept: FINANCE DEPARTMENT Req. Del. Date: Contact: S. K011 Confltmin ? NO Special Inst: PLEASE REFERENCE PURCHASE ORDER NUMBER ON ALL INVOICES uU �rt Prfca - fluanB Unites ,__. , . ,. __ _ nit'Ptice. _E PROVIDE LONG-RANGE FINANCIAL PLANNING 43,000.00 ' 1N AGGQRDANC6WITHtCQNSULTINGSERVICES , YY-,_..., AGREEMENT NO.3411 EFFECTIVE JULY 1, --- --- s- �- --'— 2018�AND.ENDINt3�QN''JUNE 30, 2023 ���<� .: - ."' _ . �..._. _,_..,•...a;-,. ,� �� ......,:^�,,..�.. ..�:a� �:�� � .;`-;. .,� TOTA COMFENSATIONf�tOT=lO`EXCEEO �gA , '' '. M. $43,000.00 . - .� `_"� s� F xv ^''` .?e'..,5-;^"V''. �iLv `aT-"y���..'�ctw-'�'...._.. 7Y✓:y�.�7, •-. '�__ - _ i _ :� .a-:---w-�..x.... '.i+t.�u�._ rc.��.. ,x..r .r1.. '3. � 3J� =q �.�.+'Fv:,++. �n-t 51m, � .t 2 -i'., ..q..�.....s -y`-. —__ �,u-.eta. �+:e�+a'A��wwC✓:+yS�"."{ !f�'....� y�'�'"� . M y�.�.:,� � ai � 1m.. .h -EY &.Yr:e:,..nVF,..-w.i duuarsm •`•� i.m_ m..6:G.:&r+es',vw.:x;K:-:za....,....�.:},W,',,e.'::=W-:a::..�'`w a.e.,.�i3"'= ^.m...+�i..c=`+ f� - ,a._.+„A..r.�p✓'�+vy+ _3.--,.--vd.. .-: - �,�J -. ^.:.'i'-�. -. ..?,r3r .,..._.. ���e -£ - �'i �"a2+L' --- �1 i`v-�^- +.� 1,,��f '.�,. S�_�..��.�..i�'�;'S,�+�:•�. a..._ %l �JM'_f/.^`... ���dc� �'t'a:rYa� c.+��v:r' - Tom'',"..a � `� ..:.,...Sr\ x � r H 4 ? L �-�"`niXd**.�,�,-a,.:S. .. _$..+<..r.'�. �_'._ . . .r'.Y , � w� �u..d� 'ti.:v m � .�vFr_ _ ✓w7�..� . 'n'-,-��'i+�, .._. J SUBTOTAL 43,000.00 SHIP TO: CITY OF SAN LEANDRO 0.00 TAX 835 E 14TH ST 0.00 FREIGHT SAN LEANDRO. CA 94577 1 43 000.00 TOTAL Amounts .. ON tiNumtret� E 010-12-050-5120 43 000.00 VENDOR COPY I IMPORTANT NOTICE TO VENDOR 1) This purchase order shall constitute the agreement. Changes or additional terms proposed by the seller in accepting or acknowledging this order shall not be binding unless accepted by a change order in writing by the buyer and neither buyer's lack of objections to said terms nor the acceptance of goods shipped pursuant hereto shall constitute or be deemed an agreement by the buyer to any of said terms. 2) Invoices shall not combine charges for material from more than one purchase order. 3) The seller shall hold the City of San Leandro, its officers, agents and employees, harmless from liability of any nature or kind on account of use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, articles or appliance furnished or used under this order. 4) No charges for transportation, containers or packing will be allowed unless so specified in this order. 5) Prepaid, freight charges shall be added to invoice on shipments sold F.O.B. point or origin. Do not ship freight collect. 6) Billing terms1cash discount, if any will be computed -from date of complete delivery of order or date of receipt of invoice, whichever is later. 7) All material delivered and services rendered shall comply with City of San Leandro codes, the State of California Occupational Safety and Health Act of 1973, all applicable amendments thereof, occupational safety and health standards and safety orders of the Occupational Safety and Health Standards Board. To the fullest extent legally required and applicable, Contractor shall have an Injury and Illness Prevention Program (IIPP) that conforms to all applicable federal, state and local.laws, and shall provide a copy of its current version to the City upon request. 8) For supplies and materials which require installation or other labor or services and not under formal contract, the seller hereby acknowledges and agrees with the City that in performing any labor or services required to conform to this purchase order, the seller acts as an independent contractor and not an employee or agent of the City; and that, further, as such seller and independent contractor he indemnifies against and saves harmless the City from any and all claims for damages arising out of the performance of such labor and services and the performance of the requirements hereof. 9) This order is not assignable without consent of the Purchasing Agent. 10) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, physical handicap, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, physical handicap, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including, apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. 11) The contractor will, in all solicitations and advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color religion, physical handicap, sex, or national origin. Accepted by Vendor CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SAN LEANDRO AND MANAGEMENT PARTNERS FOR LONG-RANGE FINANCIAL PLANNING THIS AGREEMENT for consulting services is made by and between the City of San Leandro ("City") and Management Partners ("Consultant") (together sometimes referred to as the "Parties") as of July 1, 2018 (the `Effective Date"). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and. Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on June 30, 2023, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as referenced in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession In. which Consultant is engaged. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the tern of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Subsection 1 2 above and to satisfy Consultant's obligations hereunder. 1.5 Section Reserved. 1.6 City of San Leandro Living Waae Rates. This contract may be covered by the City of San Leandro Living Wage Ordinance (LWO). Bidder's attention is directed to the San Leandro Municipal Code, Title 1, Chapter 6, Article 6. Successful Bidder must submit completed self -certification form and comply with the LWO if covered. 1.7 Section Reserved Consulting Services Agreement between City of San Leandro and Management Partners 8J1612018 Page 1 of 14 Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $43,000, notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: s Serial identifications of progress bills; i.e., Progress Bill No.1 for the first invoice, etc., The beginning and ending dates of the billing period; Consultant shall give separate notice to the City when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable. 2.2 Monthly Payment. City shall make monthly payments, based an invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. Consulting Services Agreement between City of San Leandro and Management Partners 8/16/2018 Page 2 of 14 ra 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B. 2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B, and shall not exceed $43,000. Expenses not listed in Exhibit B are not chargeable to City, Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terns and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be In the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before fully executing this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance Consulting Services Agreement between City of San Leandro and Management Partners 8/16/2018 Page 3 of 14 listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid or proposal. Consultant shall not allow any subcontractor to commence work on any subcontract unfit Consultant has obtained all insurance required herein for the subcontractoosy and provided evidence to City that such insurance is in effect, VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF THIS AGREEMENT PRIOR TO EXECUTION. Consultant shall maintain all required insurance listed herein for the duration of this Agreement. 4.1 Workers' Compensation. 4.1.1 General Requirements, Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Consultant may rely on a self-insurance program to meet these requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the Consultant, its employees, agents, and subcontractors. 4.1.2 Submittal Requirements. To comply with Subsection 4.1, Consultant shall submit the following: a. Certificate of Liability Insurance in the amounts specified in the section; and b. Waiver of Subrogation Endorsement as required by the section. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General Requirements. Consultant, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than $1,000,000 and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability Consulting Services Agreement between City of San Leandro and Management Partners 8/16/2018 Page 4 of 14 a� form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit, Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non -owned automobiles. 4.2.2 Minimum Scope of Coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (any auto. No endorsement shall be attached limiting the coverage. 4,2.3 Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. b. City, its officers, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired, or borrowed by the Consultant C. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation. d. For any claims related to this Agreement or the work hereunder, the Consultant's insurance coverage shall be primary insurance as respects 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 excess of the Consultant's insurance and shall not contribute with it. 4.2.4 Submittal Requirements. To comply with Subsection 4.2, Consultant shall submit the following: a. Certificate of Liability Insurance in the amounts specified in the section; b. Additional Insured Endorsement as required by the section; Waiver of Subrogation Endorsement as required by the section; and Consulting Services Agreement between City of San Leandro and Management Partners 8/16/2018 Page 5 of 14 Primary Insurance Endorsement as required by the section. 4.3 Professional Liability Insurance. 4.3.1 General Requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $1,000,000 covering the licensed professionals' errors and omissions. Any deductible or self -insured retention shall not exceed $150,000 per claim. 4.3.2 Claims -Made Limitations. The following provisions shah apply if the professional liability coverage is written on a claims -made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at. least 5 years after completion of the Agreement or the work, so long as commercially available at reasonable rates. If coverage is canceled or not renewed and it is not replaced with another claims -made policy form with a retroactive date that precedes the date of this Agreement, Consultant shall purchase an extended period coverage for a minimum of 5 years after completion of work under this Agreement. d. A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement. 4.3.3 Additional Requirements. A certified endorsement to include contractual liability shall be included in the policy. 4.3.4 Submittal Requirements. To comply with Subsection 4.3, Consultant shall submit the Certificate of Liability Insurance in the amounts specified in the section. 4.4 All Policies Requirements, 4.4.1 Acceptability of Insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A;VII. 4.4.2 Verification of Coverage. Prior to beginning any work under this Agreement, Consultant shah furnish City with complete copies of all Certificates of Liability Insurance delivered to Consultant by the insurer, including complete copies of all endorsements attached to the policies, All copies of Certificates of Liability Insurance and certified endorsements shall show the signature of a person Consulting Services Agreement between City of San Leandro and Management Partners 8116/2018 Page 6 of 14 authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Deductibles and Self -insured Retentions. Consultant shall disclose to and obtain the written approval of City for the self -insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the City, either; the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the City, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses, 4.4.4 Wasting Policies. No policy required by this Section 4 shall include a 'wasting" policy limit (i.e. limit that is eroded by the cost of defense). 4.4.5 Endorsement Requirements. Each insurance policy required by Section 4 shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the City. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein, 4.5 Remedles. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; • Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or ■ Terminate this Agreement Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Refer to the attached Exhibit C, which is incorporated herein and made a part of this Agreement. Section 6. STATUS OF CONSULTANT. Consulting Services Agreement between City of San Leandro and Management Partners 8/16/2018 Page 7 of 14 6.1 Independent Contractor. At ail times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and ail claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the Califomia Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant Not an Agent Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS, 7.1 Governing Law. The laws of the State of California shall govem this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Consultant's failure to comply with any law(s) or regulations) applicable to the performance of the work hereunder shalt constitute a breach of contract. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any Icenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business licenses from City. Consulting Services Agreement between City of San Leandro and Management Partners 8/16/2018 Page 8 of 14 7.5 Nondiscrimination and Equal OpportuniEY. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written Consulting Services Agreement between City of San Leandro and Management Partners 1 8/1612018 Page 9 of 14 approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant, If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but are not limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both Parties, 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. Consulting Services Agreement between City of San Leandro and Management Partners 8116/2018 Page 10 of 14 9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of 3 years after final payment under the Agreement. Section 10, MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees, if a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severabitity. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that tern or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest' as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 of seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Section 1090 of seq. Consulting Services Agreement between City of San Leandro and Management Partners 8/1612018 Page 11 of 14 Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous 12 months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of California Government Code Section 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of California Government Code Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the State of California. At City's sole discretion, Consultant may be required to file with the City a Form 700 to identify and document Consultant's economic interests, as defined and regulated by the California Fair Political Practices Commission, If Consultant is required to file a Form 700, Consultant is hereby advised to contact the San Leandro City Clerk for the Form 700 and directions on how to prepare it. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the Police Business Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee, 10.10 Notices. Any written notice to Consultant shall be sent to; Management Partners c/o J. Newfarmer 2107 North First Street, Suite 470 San Jose, CA 95131 Email' jnewfarmer dmanagementpartners.com Any written notice to City shall be sent to: City of San Leandro Department of Finance c/o Police Business Manager 835 East 141h Street San Leandro, CA 94577 With a copy to: City of San Leandro Department of Finance c/o Purchasing Agent Consulting Services Agreement between City of San Leandro and Management Partners 8/1612018 Page 12 of 14 835 East 14th Street San Leandro, CA 94577 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stampedisealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integratlon. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, and C. represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Exhibit A Scope of Services Exhibit B Compensation Schedule & Reimbursable Expenses Exhibit C Indemnification 10.13 Counterparts, This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.14 Certification per Iran Contracting Act of 2010. In the event that this contract is for one million dollars ($1,000,000,00) or more, by Consultant's signature below Consultant certifies that Consultant, and any parent entities, subsidiaries, successors or subunits of Consultant are not identified on a list created pursuant to subdivision (b) of Section 2203 of the California Public Contract Code as a person engaging in investment activities in Iran as described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b) of Section 2202.5 of the California Public Contract Code, as applicable. SIGNATURES ON FOLLOWING PAGE Consulting Services Agreement between City of San Leandro and Management Partners 8/1612018 Page 13 of 14 The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party. CITY OF SAN LEANDRO . VV'_', Jeff Kay, City Ma ger Attest: Marian Handa, Interim City Clerk Approved as to Fiscal Authority: David Baum, Finance Director 010-12-060-5120 Account Number Approved as to Form: . '�-°fit! F' Richard D. Pro Roda, City Attorney Per Section 10.7: f---dForm 700 Not Required ❑ Form 700 Required [NAME OF CONSULTANT] Gerald E. Newfarmer Consulting Services Agreement between City of San Leandro and Management Partners 8/16/2018 Page 14 of 14 The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party. CITY OF SAN LEANDRO Chris Zapata, City Manager Attest: Tamiica Greenwood, City Cleric Approved as to Fiscal Authority: David Baum, Finance Director 010-12-050-5120 Account Number Approved as to Form: Richard D. Pic Roda, City Attorney Per Section 10.7: ❑ Form 700 Not Required ❑ Farm 700 Required (NAME OF CONSULTANT] Gerald E. Newfarmer, r ident and CEO Consulting Services Agreement between City of San Leandro and Management Partners 06/30/2018 Page 15 of 15 EXHIBIT A SCOPE OF SERVICES a. Establish baseline revenue and expenditure assumptions that include any recommendations for process improvements (i.e. 'best practices"). These baseline assumptions must include maintaining fund reserves, remaining competitive regionally with labor contracts, meeting pension obligations, sustaining internal service funding to meet replacement cycles, fulfilling the city's debt service obligations, and other major factors that staff will identify with the consultant at the outset. b. Provide revenue estimates for the current year and subsequent ten years for the following General Fund categories: Property Tax; Sales Tax; Transient Occupancy Tax; Utility Users Tax; Franchise Fees; Business License Taxes; Fines, Forfeitures, Penalties; Revenue from the Use of Money and Property; Real Property Transfer Tax; Licenses and Permits; Cannabis -related Tax; Special Revenues; Gas Tax; and Intergovernmental Charges for current services; c. Provide expenditure estimates for the current year and subsequent ten years for the following General Fund categories: Salaries, Labor Negotiated Premiums, Overtime, and Benefits to include Medical Premiums, Vision and Dental, Long -Term Disability, Life Insurance Premiums, Employee Assistance Program, Medicare, Federal income Tax, and Pension Obligations through CaIPERS— defined by bargaining group —that can adjust to changes in the discount rate; Services and Supplies; Contractual Fire Services, Fire Other Post -Employment Benefits (OPEB), and Equipment; Capital Outlay; Debt Services, Internal Service Fund Charges, "Other" Charges that include grants and transfers out, Termination Pay -outs; Legal Fees. Distinguish Capital Improvement Program (CIP) labor, retiree medical premiums, and non -labor expenditures, including CIP debt service. d. The workbook must be scenario driven. This means the workbook visualizes graphically all revenues (section b), expenditures (section c), required reserve limits, and with a graphic representation of any impact to actual reserves (i.e, a "bottom line" analysis). Related graphs must be dynamic in nature, but also understandable, repeatable, and flexible. e. The workbook must allow the end -user to make changes using an T this, then that" approach. For instance, 9 the city adds 2 officers to the police department, then the impact to reserves will be X, running a deficit by fiscal year XXXX. Or, if the city introduces revenue measure Y, the impact on fund reserves would generate a surplus in fiscal year YYYY. This forecast will not be utilized to predict the future, but rather provide insight to elected officials and the city's executive team as an intellectual exercise. f. The workbook must offer the end -user the ability to adjust the forecast with contemporaneous information —a downturn in the economy, a revenue measure impact, or labor negotiation impacts. g. Each category listed in section (b) and section (c) should have associated sensitivity analyses to show how significant an impact any subsequent changes would have on fund reserves. If a significant sales tax generator leaves the city, how sensitive will General Fund revenues be to each of the top 10 economic drivers. h. Describe the methodology for the revenue and expenditure estimates as well as the modeling for the ten-year forecast period. Provide any "best practices" incorporated into the forecast extended out 10 years. Consulting Services Agreement between City of San Leandro and Last revised 7/512018 Management Partners Exhibit A — Page 1 of 2 1. The workbook must display information on both a calendar and fiscal year basis; j. The workbook must display information in the following formats: 1) an executive -level summary with impacts on City Reserves; and, 2) a financial manager -level summary at the fund balance and service -delivery impact level. The second format must provide scenarios around impacts to galn/loss of revenues and expenditures. k. The estimates will be provided twice annually, with a preliminary estimate typically provided in late Octoberlearly November and the final forecast provided in late January/early February for Incorporation into the City's General Fund Ten -Year Forecast that is released at the end of February each year. The consultant shall be responsible for maintaining the workbook on an annual basis or as frequently as staff requests it. I. Provide local and national economic forecasts concerning topics to be selected by the City, including but not limited to: Employment, Unemployment, Inflation, Gross Domestic Product (GDP), and Housing Prices. m. Provide a written overview of the current and forecasted economic conditions at the local, state and national levels. This written overview should incorporate local economic drivers and the relative significance of their business has on the General Fund. n. Prepare a 10 year budget model for the City's General Fund (as an Excel workbook), which an intermediate user of Excel could operate. o. Meet with City staff on the forecast twice annually and potentially present information to the Mayor and City Council. Consulting Services Agreement between City of San Leandro and Last revised 7/5/2018 Management Partners Exhibit A — Page 2 of 2 EXHIBIT B COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES The compensation for this agreement corresponds to the Consultant's schedule as listed in its response to RFP #57060. For the deliverables listed above, the City agrees to pay the Consultant a sum not to exceed $43,000, equivalent to 226 hours of the consulting firm's time. Consulting Services Agreement between City of San Leandro and Last revised 7/5/2018 Management Partners Exhibit B — Page 1 of 1 EXHIBIT C �I�Tul�tf�L�T�1Tlli A. Consultant shall, to the extent permitted by law, including without limitation California Civil Code 2782 and 2782.8, indemnity, hold harmless and assume the defense of, in any actions at law or in equity, the City, its employees, agents, volunteers, and elective and appointive boards, from all claims, losses, and damages, including property damage, personal injury, death, and liability of every kind, nature and description, arising out of, pertaining to or related to the negligence, recklessness or willful misconduct of Consultant or any person directly or indirectly employed by, or acting as agent for, Consultant, during and after completion of Consultant's work under this Agreement. B. With respect to those claims arising from a professional error or omission, Consultant shall defend, indemnify and hold harmless the City (including its elected officials, officers, employees, and volunteers) from all claims, losses, and damages arising from the professionally negligent acts, errors or omissions of Consultant, however, the cost to defend charged to Consultant shall not exceed Consultant's proportionate percentage fault. C. Consultant's obligation under this section does not extend to that portion of a claim caused in whole or in part by the sole negligence or willful misconduct of the City. D. Consultant shall also indemnify, defend and hold harmless the City from all suits or claims for infringement of any patent rights, copyrights, trade secrets, trade names, trademarks, service marks, or any other proprietary rights of any person or persons because of the City or any of its officers, employees, volunteers, or agents use of articles, products things, or services supplied in the performance of Consultant's services under this Agreement, however, the cost to defend charged to Consultant shall not exceed Consultant's proportionate percentage fault.