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HomeMy WebLinkAboutManagement Partners, Incorporated - 2011-05-161 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND MANAGEMENT PARTNERS, INC. TO CONDUCT A MANAGEMENT REVIEW OF THE CITY ATTORNEYS OFFICE Table of Contents Scopeof Services..................................................................................................... I CityStaff Assistance............................................................................................... 2 Term; Time of Performance....................................................................................2 Compensation.......................................................................................................... 2 ExtraWork..............................................................................................................2 Methodof Payment................................................................................................. 3 Disposition of Plans, Estimates and Other Documents ........................................... 3 HoldHarmless......................................................................................................... 3 Professional Liability Insurance.............................................................................4 Certificate of Insurance...........................................................................................5 Independent Contractor...........................................................................................6 Terminationof Agreement......................................................................................6 Assignment and Delegation .............. Copyrights/Patents................................................................................................... 7 City Employees and Officials .......................... Notices.........................................................................................7 Consent.................................................................................................................... 8 Modification SectionHeadings..................................................................................................... 8 Interpretation of this Agreement.............................................................................. 8 DuplicateOriginal...................................................................................................9 Immigration..............................................................................................................9 Legal Services Subcontracting Prohibited.........................................................I....1.9 Attorney's Fees.........................................................................................................10 Survival.....................................................................................................................10 GoverningLaw.........................................................................................................10 Signatories................................................................................................................10 Entirety.....................................................................................................................10 EffectiveDate.................................................................................11 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND MANAGEMENT PARTNERS, INC. TO CONDUCT A MANAGEMENT REVIEW OF THE CITY ATTORNEY'S OFFICE 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, INC., a California corporation hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to conduct a management review of the City Attorney's Office; 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: 1. 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 Gerald E. Newfarmer who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 64742 1 Of I 1 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on /j� , 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 six (6) months 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 ItH to which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Twenty Four Thousand Nine Hundred Fifty Dollars ($24,950.000). 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 64742 2 of 11 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." 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 64742 3 of 11 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 firnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for 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 fiu-ther 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 64742 4 of 11 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. 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. 64742 5 of 11 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 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. 64742 6 of 11 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 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: Fred Wilson, City Manager 2000 Main Street Huntington Beach, CA 92648 17. CONSENT TO CONSULTANT: Management Partners, Inc. Attn: Gerald E. Newfarmer 2107 North First Street, Ste. 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. 64742 7 of 11 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 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 64742 8 of 11 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 the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any parry 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. 64742 9 Of 11 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. 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. CONSULTANT's initials ' 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 64742 10 of 11 Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. CONSULTANT, MANAGEMENT PARTNERS, INC. By: �11 111�e .2 ✓ print name ITS: (circle one) ChairnluEesiinwice President AND By: t— ev h� PO le- / print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary Treasure 64742 11 of I 1 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of Manager PROVED AS TO FORM: t,,, City Attorney �.Iq-I1 Date .6. 2 - EXHIBIT "A" A. STATEMENT OF WORK: CONSULTANT shall conduct a current performance review of the operations of the Office of the City Attorney as a follow up to a completed full review of the Office in July 2000, using the earlier report as a template. The review shall cover all aspects of the operation of the Office, including the following types of issues: • Organization and Management • Business Processes • Use of Outside Counsel • Customer/Client Service • Use of Technology The review shall identify opportunities for improvement in the operation of the organization and the report shall set forth recommendations for improvement, including suggested metrics to be used to measure the performance of the Office going forward. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: CONSULTANT will begin with a meeting with CITY leaders as appropriate including the City Manager and City Attorney to discuss expectations and adopt the final schedule for project work. Second, the CONSULTANT will conduct a review of the Office, to include interviews with key staff members and assessment of the degree to which earlier recommendations were implemented and to which they have been effective in improving office operations. CONSULTANT will review information available from the Attorney's office and from other CITY agencies that may have information or involvement in support of these activities. After field work is completed, CONSULTANT will meet with CITY leaders to report preliminary results of the PROJECT to date. CONSULTANT will then prepare a draft project report to be reviewed by the CITY. After completion of the project report, CONSULTANT will prepare a draft Implementation Action Plan which will spell out suggestions for each recommendation about the key steps involved in implementation, the priority and estimated task time involved to implement each recommendation as well as suggested accountability assignments for each recommendation. C. CITY'S DUTIES AND RESPONSIBILITIES: CITY shall designate a point of contact for the PROJECT who shall assist in coordinating the work of the CONSULTANT, including scheduling of meetings and support in obtaining information relevant to the PROJECT. The City Manager and City Attorney shall meet with the CONSULTANT as appropriate to make sure the plan of work is consistent with CITY expectations. CITY staff members shall be available for interviews by the CONSULTANT and EXHIBIT A shall make available information relevant to the review. Once field work is complete, CITY leaders shall meet with the CONSULTANT to review the report preliminary results of the work to date. The CITY shall review the draft project report to screen out factual errors or words with unique local meaning. The CITY shall receive the draft Implementation Action Plan from the CONSULTANT. D. WORK PROGRAM/PROJECT SCHEDULE: CONSULTANT anticipates the project will require 166 hours and will take approximately 10 weeks to complete as detailed by the schedule below: ACTIVITY HOURS 1 — Start Project 14 2 — Conduct Review of Office 74 3 — Report Results 66 4 — Support Implementation 12 TOTAL 166 The CITY anticipates the PROJECT to begin June 13, 2011. The draft final report shall be due 10 weeks after the review is initiatied; tentatively August 19, 2011. EXHIBIT A EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. 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. 3. 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 OP ID: MD �+ CERTIFICATE OF LIABILITY INSURANCE CERTIFICATE DATE (MM/DD/YYYY) 05/25/11 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 policy(ies) 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 endorsements . PRODUCER 513-745-9200 THE HAUSER 8260 Northc eekROUPDr. Suite 200 513-745-9219 Cincinnati, OH 45236 Hauser Insurance Group CONTACT NAME: l2l' o E:t : A/C,No): E-MAIL ADDRESS: PRODUCER MAN-P-1 CUSTOMER ID M. INSURER(S) AFFORDING COVERAGE NAIC # INSURED Management Partners, Inc. INSURER A: The Hartford Casualty Ins. Co. 22357 Gerald Newfarmer INSURER B : Lloyds of London 1730 Madison Road Cincinnati, OH 45206 INSURERC: INSURER D INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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. INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR X Contractural 33SBALU7089 PROVED AS TO ER McGRA ATTORNEY 09/28/10 FORM H 09/28/11 EACH OCCURRENCE $ 1,000,00 DAMAGE TO REN PREMISES Ea occcuurrence $ 300,00 MED EXP (Any one person) $ 10,00 PERSONAL &ADV INJURY $ 1,00,0 Liability GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: ri POLICY X PRO LOC PRODUCTS - COMP/OP AGG $ 2,000,00 Ltd. EPL $ 5,000 A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 33UECT12490 09/28/10 09/28/11 COMBINED SINGLE LIMIT (Ea t) $ 1,000,000 X BODILY LY INJURY (Per person) $ BODILY INJURY (Per accident) $ X PROPERTY DAMAGE (Per accident) $ X X $ A UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 33SBALU7089 09/28I10 09/28111 EACH OCCURRENCE $ 3,000,00 AGGREGATE $ 3,000,000 DEDUCTIBLE RETENTION $ 10,000 $ X $ A A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A 33SBALU7089 OH EMPL LI 33WECRX9356 09/28/10 03/01/11 09/28/11 03/01/12 WC STATU- OTH- X TORY LIMITS X ER E.L. EACH ACCIDENT $ 1,000,00 E.L. DISEASE - EA EMPLOYEE $ 1,000,00 E.L. DISEASE - POLICY LIMIT $ 1,000,00 g Professional Liab MPL1008388 $10,000 DEDUCTIBLE 06/20/10 06/20/11 Ea. Claim 1,000,000 Agg 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) K HUNTING City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 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 �-L7,RA--" ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachca.gov Office of the City Clerk Joan L. Flynn, City Clerk June 10, 2011 Management Partners, Inc. Attn: Gerald E. Newfarmer 2107 North First Street, Ste. 470 San Jose, CA 95131 Dear Mr. Newfarmer: Enclosed for your records is a fully executed duplicate original of the Professional Services Contract between the City of Huntington Beach and Management Partners, Inc. to conduct a Management Review of the City Attorney's office. Sincerely, Joan L. Flynn, CIVIC City Clerk JF:pe Enclosure G:followup:agrmtltr Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand V� Council/Agency Meeting Held: Deferred/Continued to: *Apkved ❑ Conditi II A proved ❑Denied Ci ler ' Signatu{ Council Meeting Date: May 16, 2011 Department ID Number: AD 11-016 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Fred A. Wilson, City Manager SUBJECT: Authorize Management Review of the City Attorney's Office Statement of Issue: Authorize the City Manager to enter into an agreement with Management Partners, Inc. to perform an update to the management review of the City Attorney's Office. Financial Impact: None. The funds for the management review of the City Attorney's Office are available in the FY 2010-2011 City Manager's budget Recommended Action: Motion to: Authorize the City Manager to enter into an agreement with Management Partners, Incorporated to conduct a management review of the City Attorney's office. Alternative Action(s): Do not approve agreement and direct staff accordingly. H -183- Item 9. - 1 REQUEST FOR COUNCIL ACTION MEETING DATE: 5/16/2011 DEPARTMENT ID NUMBER: AD 11-016 Analysis: At the Study Sessions on March 21, 2011, and April 18, 2011, Council expressed a desire to conduct performance reviews of City departments. The City Attorney's office was identified at that time as the first department to be reviewed. Background In January 2000, the City of Huntington Beach retained Management Partners, Inc. to conduct an organizational analysis and evaluation of the City Attorney's Office operations. The comprehensive review identified management and organizational issues, process improvement issues, along with recommendations regarding the use of outside counsel as well as client and customer service issues. These key areas were used to establish a plan to improve efficiency in the City Attorney's Office. In light of the specialized nature of the review (an elected City Attorney's office), along with their prior knowledge of the City Attorney's office, Management Partners Inc. is being recommended to conduct this review. A copy of the final report, completed in July 2000, is on file with the City Clerk's office. As a follow-up to the 2000 evaluation, the City Manager proposes that the city execute a contract with Management Partners. Inc. in the amount of $25,000 to conduct an updated management review of the City Attorney's Office. Management Partners. Inc. Management Partners, Inc. was founded in 1994 to assist local government leaders in improving the way in which their organizations work. Management Partners has extensive experience providing operations improvement consulting services to local governments. In the initial management review conducted in 2000, the consultant team included two former city managers - Gerald Newfarmer, former city manager of Cincinnati, San Jose and Fresno and John Baker the former city manager of Ventura, as well as the Law Offices of Robert J. Logan to secure legal expertise necessary to conduct the review. Scope of the Management Review Update The scope of work includes examination of the following aspects of the City Attorney's operations: • Strategic planning • Organizational structure • Personnel management • Process improvement • Performance measurement Performance of the Management Review Management Partners is able to begin the management review update of the City Attorney's office in mid -June. The draft final report would be due 120 days after the review is initiated; tentatively mid -October. The project will be managed by the City Manager's office in close consultation with the City Attorney. Item 9. - 2 H -184- REQUEST FOR COUNCIL. ACTION MEETING DATE: 5/16/2011 DEPARTMENT ID NUMBER: AD 11-016 Environmental Status: NIA Strategic Plan Goal: Improve Internal and External Communication Attachment(s): 1. 1Management Partners, Incorporated, Letter of Proposal and Scope of Work dated Mav 4. 2011. Hg -15- Item 9. - 3 ATTACHMENT #1 Item 9. - 4 H -1 - I N C O R P O R A T E D May 4, 2011 Mr. Frederick Wilson City Administrator City of Huntington Beach City Hall 2000 Main Street Huntington Beach, CA 92648 Dear Fred: You indicated that the City is interested in completing a current performance review of the operations of the Office of the City Attorney. As you know, Management Partners completed a full review of the Office in July 2000. The outcome of that review was to identify numerous opportunities for improvement in the operation of the organization, and our report (presented jointly to the then City Administrator and City Attorney, as well as to the Legal Committee of the City Council) set forth 33 recommendations for improvement. The review covered all aspects of the operation of the Office, including the following types of issues: • Organization and Management • Business Processes • Use of Outside Counsel • Customer/Client Service • Use of Technology In addition, the project report suggested a number of metrics that could be used to measure performance of the Office going forward. While there have been major changes in personnel in the Office of the City Attorney since that earlier review was completed, and while both leadership and interpersonal dynamics within any organization impact its operation and its performance, the fact is that most of the matters studied in the earlier review, and all of the opportunities for improvement that gave rise to the recommendations in that report, are institutional and systemic in nature. It is fair to say that once the report was completed, city leaders expected that they would be implemented. Given the thoroughness and institutional nature of the earlier review, we recommend that Management Partners be retained to conduct a review of the Office of the City Attorney using the earlier report as a template. Such a review will require significantly less consulting time and attendant cost and will provide policy -makers with accurate current information about the opportunities for improvement that currently exist. 2107 North First Street Suite 470 www.managementpartners.com 408 437 5400 San Jose, CA 95131 Fax 453 6191 H -187- Item 9. - 5 Mr. Frederick Wilson Page 2 Plan of Work The plan of work for this assignment is straight -forward. We begin with a meeting with City leaders as appropriate. We assume this will include the City Administrator and City Attorney but may include others at the discretion of the City. We expect that the City will designate a point of contact for the project who can assist in coordinating the work of the Management Partners' project team, including scheduling of meetings and support in obtaining information relevant to the assignment. The start-up of the project will afford City leaders and the Management Partners project team the opportunity to make sure that the plan of work is consistent with City expectations and serve as the occasion to adopt the final schedule for project work. The second activity on the project is to conduct a review of the Office. In this work the primary referent will be the previous study done by Management Partners, supplemented as appropriate in the project start-up meeting with City leaders. In conducting this review we will interview the key staff members in the office and develop an assessment of the degree to which the earlier recommendations were implemented and to which they have been effective in improving office operations. In the course of this work we will review information available from the Attorney's Office as well as from other City agencies that may have information or involvement in support of these activities. Once the field work has been completed, Management Partners will meet with City leaders to report the preliminary results of the work to date. That meeting will be followed by the preparation of a draft project report which itself will be reviewed with the City. It is important that as the work proceeds the observations and potential recommendations be developed in a clear manner, with opportunity for discussion as they are identified. Of course, Management Partners takes full responsibility for the content of its final project report, but anticipates City review of the draft so that any factual errors that may have inadvertently been made or words with unique local meaning are screened out, so as to not detract from the substance of the ultimate product. Once the project report has been completed, Management Partners will prepare a draft Implementation Action Plan which will spell out our suggestions, for each recommendation, about the key steps involved in implementation, the priority and estimated task time involved to implement each recommendation as well as our suggestion for assigning accountability for each recommendation. We anticipate that this project will require 166 hours of Management Partners' time, as detailed below, which is substantially less than would be required were an original study of the Office without the benefit of the prior work to have been the engagement. ACTIVITY HOURS 1 — Start Project 14 2 — Conduct Review of Office 74 3 — Report Results 66 4 — Support Implementation 12 TOTAL 166 We anticipate that the project will take approximately 10 weeks to complete at a not -to -exceed cost of $24,950. N Item 9. - 6 Hl -1 - Mr. Frederick Wilson Page 3 Functional reviews such as that contemplated with this work are themselves a best practice in local government. Human organizations always possess the opportunity to improve business processes and operating procedures, and a periodic review provides an opportunity to systematically and professionally frame the opportunities for improvement, changes which will serve to keep the organization operating at peak levels. Management Partners looks forward to this opportunity to be of service to the City of Huntington Beach. Sincerely, Gerald E. Newfarmer President and CEO »II Item 9. - 7 CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION TO: Honorable Mayor and Councilmembers FROM: JENNIFER McGRATH, City Attorney DATE: May 12, 2011 SUBJECT: Proposed Management Audit of the City Attorney's Office As the Request for Council Action and Scope of Work indicates that the proposed audit will be an update of the audit completed in July 2000, please find attached hereto the 33 recommendations of the 2000 audit by Management Partners. The recommendations include the responses of my predecessor, Gail Hutton, and former City Administrator Ray Silver. Upon taking office in 2002, 1 utilized the Management Partners recommendations in determining the of rice's reorganization and technology needs. In short, 31 of the recommendations were fully implemented. The remaining recommendations, Recommendations 11 and 12 relating to personnel evaluations and goals, is on- going, but has been curtailed due to budget/time restrictions. Most notably, the hiring of an experienced litigator consistent with Recommendation 24, which has permitted the City to handle 95% of the litigation in-house with savings of a minimum of approximately $179,000/year per in-house litigation attorney (3), thereby reducing the outside counsel budget from $1.5 million (2002) to $150,000 (2010). Moreover, the implementation of law management software consistent with Recommendation 32 has permitted greater transparency and communication of the functions of the City Attorney via the quarterly and annual reports. Undoubtedly, any organization or department will have room for improvement. This memorandum is intended to provide City Council with background on the original audit. 1 JENNIFER McGRATH COMMUNICATION City Attorney JM/sf Daft � Agenda Item No. _ 2 Page 1 of 1 1. Based upon the benchmarking survey and analysis of workload, the City Attorneys Office should institute a paralegal classification. YES ' Need council action The City Administrator supports this recommendation and would support the City Attorneys office including one paralegal position in its FY 2001-03 proposed budget. This position, as the management review recommends, should undertake a mix of transactional and litigation items. March 2001, in preparation for submission of FY 01-03 budget re uests 2. The City Attorney should fully implement the October YES/NO The City Attorney should implement this Immediately 1999 reorganization by clearly establishing two divisions recommendation, including Management Partner's within the City Attorney's Office, making one Assistant Redefining. Issues overlap from transactional to proposed organizational structure. Both the interviews City Attorney responsible for supervision of Litigation litigation. with the Deputy City Attorneys and the focus groups and Special Projects, and the other responsible for found the office's reporting relationships and chain of Transactional items. command to be unclear. The unambiguous delineation of responsibility called for by the management review is integral to the office's ability to deliver customer service and to effectively manage workload planning, assignments, productivity, and the quality of its work. This reorganization should be formally communicated to all employees in the City Attorney's office and the other de artments. 3. The City Attorney should clarify reporting relationships YES As detailed in the reorganization recommended in the Immediately in the office. management review, the Deputy City Attorney positions PDA - Transactional should report to the Assistant City Attorney responsible SFF — Litigation — Special Projects for the function from which the Deputy draws the To be discussed at attorney staff meeting majority of his/her assignments. This reorganization should be formally communicated to all employees in the City Attorney's office and the other departments. The management review recognizes the need for attorneys to perform both transactional and litigation work in a small office, but makes a clear point of recommending the City Attorney segregate the two functions. ' The review recommends that the Litigation and Special Projects Assistant directly supervise the two Deputy City Attorneys and the Investigator who handles tort and other litigation matters. The Assistant in charge of the Transaction Division should directly supervise the attorneys assigned to that division. Each Deputy should be assigned to perform legal services for one or more specific departments of the city. 4. - e merff•, e clarify the duties of the ice The City Attorney should Of • • - •• YES �• - • '- ee The management review correctly recommends that the • ' immediately Manager with a stronger focus on supervision and Office Manager's primary responsibility should be the communication. On -going process. Clarified duties as reflected 7119100 management of the support staff in the City Attorney's memo to John Reekstin. office. The City Attorney's July 2000 memo detailing the Office Manager's responsibilities does not sufficiently address an approach or system that the City Attorney intends to implement to ensure the office's support staff is properly managed. The City Administrator concurs with the management review, that the City Attorney should restructure the Office Manager position so that its primary focus is the formal and direct supervision of support staff. The management review calls for regular performance evaluations, chairing support staff meetings, greater inter -office communication, greater management of office workloads, and delegation of administrative tasks. The recommendation should be fully implemented before any additions to or reclassifications of the City Attorne 's support staff are considered. 5. The City Attorney should continue to hold regularly YES The City Administrator agrees with this Immediately scheduled full staff meetings, as well as separate recommendation. attorney and support staff meetings. 2X a month - atty. mtgs 1X a month - secretay mtgs. quarterly - full staff mt s. 6. The City Attorney should implement an employee YES The City Administrator agrees with this Immediately recognition program and/or undertake informal recommendation. measurements to recognize good work. Usage of "Compliment Card" through Best Program and Mayor's Award. Provide opportunity to attend personal rowth seminars. 7. The City Attorney's Office should annually prepare an YES (already implementing) The City Administrator agrees with this immediately action plan of goals and improvements to be recommendation. undertaken in the subsequent year. Have previously submitted annual goals at Dept. Head Mtgs, And Budget Mtgs. Working w/Clay Martin. Will implement as many Management Recommendations are appropriate while maintaining quality, expeditious del ive of legal services to clients. 8. . The City Attorney's Office should make better use of - - . e - YES' • . .. • - .. - The CityAdministrator agrees with this data to improve supervision of workload and recommendation. employees. Have implemented Revised RLS and ACCESS forms - a endize fora . mt . Hm!collected 9. The City Attorney should experiment with a simple YES' Timekeeping is standard practice for private sector law system of timekeeping for the attorneys. When the city firms and this recommendation should be implemented implements its new system for tracking time allocation, see # 8 to help manage and evenly distribute the office's the City Attorney should consider using it to track workload. significant allocations of time to individual activities. 10. The City Attorney should decentralize authority by YES The City Attorney has taken steps to address this March 2001 empowering individual attorneys and holding them recommendation by simplifying the professional accountable for their work product. In process with simplifying professional contracts less services contract process. However, the management than $20,000 —will be approved by deputies. review identifies three serious concerns with the current level of delegation in the City Attorney's office and further revision to the office's delegation policies is warranted. Specifically, the City Attorney should review the process surrounding all reviews and approvals required by the office, and consider allowing Assistant and Deputy City Attorneys to take responsibility for them. The City Attorney should also inform departments of the level or review and approval required for each process. 11, Performance evaluations should be conducted for each YES The City Attorney's office should develop a program to Immediately employee on an annual basis. guarantee that performance evaluations are completed Assist. Attys to evaluate supervised deputies. Office in a timely manner. Mgr to evaluate support staff with input from assigned deputies 12. During annual performance evaluations and/or YES The City Administrator agrees with this Immediately preparation of the city's budget, supervisors should recommendation. create a training Ian for each employee. In process 13. The RLS•system should be simplified to track only those YES The City Administrator agrees with this Immediately matters requiring significant professional time and recommendation. should be continued with two refinements as noted implement in atty mtg. - open office of deputies on below. desi Hated da s & hrs . o - btion,e The City Attorney's Office should continue to make oo - YES •o s ee The City Administrator agrees with this e" Immediately 14. improvements in conjunction with city initiatives to recommendation. streamline and improve the contract process, and see # 10 should allow departments to complete boilerplate contracts and forms for standard items. 15. The City Attorney's Office should train departments on YES The City Attorney should aggressively implement this July 2001 proper methods of contract preparation, insurance recommendation (along with #28) to provide her clients requirements, and the legal reasoning behind certain see #10 & #14 with comprehensive training that will result in proper practices. preparation of materials submitted to the office and accurate expectations of the office's ability to complete work. If necessary, the City Administrator would support additional funding for the City Attorney's office to train city staff regarding its policies, practices, and requirements. 16. The City Attorney's Office, in conjunction with the City YES Insurance requirements continue to be a problem for Immediately Administrator and Department of Administrative the city and the City Attorney's office should participate Services, should review existing insurance see #10 #14 & #15 on the team working to resolve this issue. requirements to ensure a balance between the minimization of liability and the ability to smoothly transact citV business. 17. The city should implement a tiered approval process for YES The City Administrator agrees with this Immediately settlement of claims. 1 recommendation. need Risk M mt involvement and Need Council Action. 18. mie The City Attorney should strengthen the Office's COMPLETED two years ago o In the last two years the City Administrator has increased in the Human Resources division loll March 20' in preparation capacity to handle issues in the area of personnel and employment law, and the City Administrator should Personnel & City Attorney's Office to setup meeting to recourses of Administrative Services, including doubling its staff to for similarly strengthen the capacity of the Personnel discuss consistency of personnel rules. address this recommendation. submission of Division to provide day-to-day administrative guidance 1. New Personnel Comm. administrative procedures. FY 01-03 and support to line managers regarding personnel and 2. 'Designated in-house personnel to handle. The City Administrator is willing to consider allocating budget labor issues. 3. ,A monthly report is forward to depts... additional resources to the City Attorney's human requests 4. A panel of legal experts formed to give advice. resources functions if the City Attorney will commit to 5. Appointment of independent counsel to Personnel assigning an attorney whose time can be devoted to Commission. advising all departments on the day-to-day personnel matters, work with human resources staff to develop a common interpretation of and approach to the city's personnel procedures and applicable laws, and develop a training program for the city's division heads and line managers. The City Attorney and Administrative Services Director should develop a work plan for this recommendation in advance of preparing the FY 01-03 budget. . The City Attorney should undertake an annual review of YES The City Administrator agrees with this Immediately the Law Library book lists and Westlaw subscription recommendation. F20. plan to ensure that the city is receiving the best possible Implemented the last two years. value. The City Attorney's Office, in conjunction with city YES The City Administrator agrees with this Immediately administration, should design and implement new recommendation. procedures for managing offsite storage. Office Manager is workingwith Administration 21. The City Attorney should strengthen processes for YES The City Administrator agrees with this Immediately managing the work of outside counsel by including the recommendation. management of that legal work within the office Outside attorneys to attend attorney meetings. management system for all legal work. 22. The city should implement a budget change such that MAYBE Beginning with FY 2002, the City Attorney should take October 2001 the line items for "Legal Services" (outside counsel) and advantage of the city's new financial system to ensure "Litigation Services" (ancillary case costs such as Need Administration approval & Council Action. that it has properly consolidated, and taken copying, etc.) now located in the self -funded insurance Redevelop, Legal services is currently controlled by the responsibility for, its budgeted revenues and portion of the Administrative Services Department City Attorney. expenditures. The City Attorney's office should not budget, and all other legal costs such as cost of counsel budget, expend, or record revenues in another for the Redevelopment Authority, are relocated into the department's nor the non -departmental series of City Attorney's budget. accounts. 23. - - -U1 - o .. e s •a The city should avoid the use of individual department MAYBE E j .. .. Beginning with FY 2002, the City Attorney should take budgets to fund the cost of legal counsel. advantage of the city's new financial system to ensure Need Administration approval & Council Action, that it has properly consolidated, and taken responsibility for, its budgeted revenues and expenditures. The City Attorney's office should not budget, expend, or record revenues in another department's nor the non -departmental series of 7clobe2 accounts. 24. The City Attorney should hire an experienced litigator as NO The City Administrator does not support this a Deputy City Attorney, along with a litigation paralegal, recommendation. The current balance of in-house and to increase the number of tort and police civil rights Not practical - see #1 — for Paralegal. Need Council outside counsel in the City Attorney's office has proven cases that are handled in-house. Action both efficient and effective. 25. The City Attorney should make quality customer service YES Over the past two years, the city has undertaken a a priority and should tailor office procedures and staff number of initiatives to improve the level of customer training to support this goal. Coordinate with city wide customer service "BEST" service the city delivers to its internal and external program. customers. The City Attorney's office should enthusiastically participate in these initiatives, and pursue the management review recommendations including: incorporating customer service into its performance evaluation criteria, developing client feedback surveys and peer evaluations, and conducting regular personal outreach meetin s. 26. The City Attorney's Office should provide regular YES The City Administrator agrees with this Immediately reports regarding status of pending litigation and recommendation. Requests for Legal Services to client departments and Will create a RLS report for departments, to the City Administrator. Implemented report for litigation — last 7 ears 27. Each department's work should be assigned to one YES The City Administrator agrees with this recommendation Immediately specific attorney with a designated backup. and believes the City Attorney should develop written Accomplished through Assignment Log. Memo to be assignment lists that are presented to and discussed sent out to depts.. with client departments at regularly scheduled meetings. 28. The City Attorney should implement a regular "Legal YES This recommendation should be incorporated into the March 2001 Topics" training program for user departments and city training program recommended for the City Attorney's staff. Coordinate with Administration and need Council Action office in recommendation#15. Currently, the Planning and Building & Safety departments make use of workshops to train city staff about building and planning issues. The City Attorney should consider a similar program for legal issues. s e• •' - eesponse'e The City Attorney should ensure that administrative YES' In light of the City Attorney's involvement in the city's Immediately 29. procedures are in place so that one supervising administrative and legislative approval processes, the attorney is in the office at all times to respond to matters Unable to guarantee. Supervising Attorneys have City Administrator believes a city attorney, with fully in a timely fashion. pagers. delegated authority, should be available onsite during normal working hours. This recommendation should be implemented as part of Recommendation #10, which calls for more delegation of authority to the Assistant and Deputy City Attorneys. 30. The City Attorney should implement an annual YES The City Administrator supports the RLS questionnaire, September "Customer Satisfaction Survey" of clients within the city however, the focus groups conducted as part of the 2001 organization, including elected officials and department City Attorney's Office to submit to the department a management review indicate clear customer service heads. questionnaire attached to a completed RLS shortcomings in the City Attorney's office. In order to address those concerns, this recommendation should be fully implemented to include a detailed customer satisfaction survey of clients, including elected officials and department heads. 31. All support staff members should receive advanced YES All City Attorney support staff should have access to Immediately training in Microsoft Office components they are training. The City Administrator will support necessary if possible or expected to use, as well as in the new optical imaging Office Manager now taking an on-line course in funding in the FY 2001-03 budget. March 2001, system. ACCESS in preparation for submission of FY 01-03 budget 32. The City Attorney's Office should begin research and MAYBE The City Attorney should follow the city's lead to requests March 2001, planning for possible switchover to a comprehensive legal management software suite in two to three years. Need Council Action. Estimated cost $31,100 w/annual improve her automation and information systems, and include funding for this recommendation in the FY 2001- in preparation for maintenance of $5,280. 03 budget. The City Administrator will support this submission of appropriation. FY 01-03 budget 33. The Office Manager should assign appropriate staff to be responsible for day-to-day scanning of files into the COMPLETED The City Attorneys office should continue its efforts in requests Immediately aging system. o tical im/00 3 - assi ned to Colle a Intern this regard and coordinate with the citywide imaging efforts.