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HomeMy WebLinkAboutUrban Futures, LLC - 2024-12-11 (2) PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND URBAN FUTURES, LLC FOR FINANCIAL FORECASTING MODELING 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 URBAN FUTURES, LLC, hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide financial forecasting modeling services; 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 James P. Morris 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. 24-15491/359457 05/19-204132 1 of 12 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on"�JQC-QYv e-- 11 , 20a11 (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 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 Forty Three Thousand Seven Hundred Fifty Dollars ($43,750.00). 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." 24-15491/359457 05/19-204132 2 of 12 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 A. 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. B. To the extent that CONSULTANT performs"Design Professional Services"within the meaning of Civil Code Section 2782.8,then the following Hold Harmless provision applies in place of subsection A above: 24-1 549 1/3 59457 05/19-204132 3 of 12 "CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8. C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a 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 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 24-15491/359457 05/19-204132 4 of 12 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. 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 certificat'e shall: A. . provide the name and policy number of each carrier and policy; 24-15491/359457 05/19-204132 5 of 12 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 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 24-15491/359457 05/19-204132 6 of 12 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 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. 24-15491/359457 05/19-204132 7 of 12 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: TO CONSULTANT: City of Huntington Beach Urban Futures, LLC ATTN: Chief Financial Officer ATTN: James P. Morris 2000 Main Street 1470 Maria Lane, Suite 315 Huntington Beach, CA 92648 Walnut Creek, CA 94596 17. CONSENT 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. 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 24-15491/359457 05/19-204132 8 of 12 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 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 24-15491/359457 05/19-204132 9 of 12 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. 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 24-15491/359457 05/19-204132 10 of 12 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. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. 24-15491/359457 05/19-204132 11 of 12 CONSULTANT, CITY OF HUNTINGTON BEACH, URBAN FUTURES, LLC a municipal corporation of the State of California r.) S-So Director/Chief (Pursuant To HBMC 0,03,100) print name ITS: (circle one)Chairman reside cc President APPROVED AS TO FORM: By: �-- City Attorney print name — Date ITS: (circle one)Secreta Chief Financial Officer/A st, Secretary—T rrasurcr RECEIVE AND FILE: City Clerk Date COUNTERPART 24-15491/359457 05/19-204132 12 of 12 CONSULTANT, CITY OF HUNTINGTON BEACH, URBAN FUTURES, LLC a municipal corporation of the State of California By: Director/Chief (Pursuant To HBMC 03.03.100) print name ITS: (circle one)Chairman/PresidentNice President APPROVED AS TO FORM: AND By: City Attorney f✓" print name Dat ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary—Treasurer RECEIVE AND FILE: City Clerk /2/mir Date COUNTERPART 24-15491/359457 05/19-204132 12 of 12 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Provide Financial Forecast Modeling Services B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: Scope of Work Component ,Schedule/Timeline UFI analyzes and compiles the City's financial data and 14 to 21 days develops crosswalk between City's current and historical (after UFI receives initial financial data data and the forecast model framework. from City in the requested format) UFI develops ten-year forecast of City's revenues, expenses and fund balance, incorporates econometric 21 days data into model,adjusts forecasting algorithms and builds (after UFI completes data crosswalk and receives any additional data out dashboard/control panel. UFI may have additional requested from City) data requests from the City. UFI delivers City draft forecast model, and schedules 7 to 14 days meeting with City finance staff to review draft model and (after UFI completes revenue,expense discuss any issues. and fund balance forecasting) UFI revises draft forecast model based on City input and 14 days resolved issues, audits draft model and delivers to City (after review of draft model with City final forecast model. and UFI's receipt of any additional required data or information from City) C. CITY'S DUTIES AND RESPONSIBILITIES: D. WORK PROGRAM/PROJECT SCHEDULE: EXHIBIT A EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: UFI charges on a time-and-materials basis for developing our custom forecast models (see rate chart below). For purposes of generally estimating costs associated with the work described in this proposal, the following are not-to-exceed estimates based on work completed in recent similar engagements: 1. Develop City's Financial Forecast Model (not-to-exceed $35,000). UFI's ability to stay within this notto-exceed amount is largely dictated by the condition of the City's general ledger data export for the current and prior ten fiscal years, and the complexity of cross-walking that data into UFI's updated forecasting platform. Once we have been able to review this data from the City and identify any issues,we will have the ability to affirm or adjust our cost estimate. 2. Presentation to City Council (not-to-exceed $5,000). Cost is based on presentation utilizing UFI's standardized presentation template/format for the forecast model,outputs and key take-a-ways, customized to align with city management objectives and effectively communicate with the city council, stakeholders and public. 3. Periodic Updates to City's Forecast Model. For future'reference, if the City decides to use UFI to periodically update its forecast model, the following are the estimated total hourly fees to update the City's forecast model on an annual or semi-annual basis, assuming no significant changes in City's financial structure (e.g., change in accounting systems, account codes, additional funds, etc.): • Annual Update- Transition to Baseline Fiscal Year ($2,000 to $2,500). This update requires a bit more work because of the changeover in baseline fiscal years and full update of all econometric data. The update typically occurs after the City's adopted fiscal year budget data is available by general ledger account. • Semi-Annual Update — During Current Fiscal Year ($750 and $1,250). If desired, the City may want to update the forecast model during the fiscal year to examine the impact of any significant mid-year adjustments, new expenses, or revenue shifts. This • update typically involves updating the city's current fiscal year financial data and some econometric data. Our time-and-materials work utilizes the following professional services hourly rate schedule: UFI Professional Staff Hourly Rates Managing Director or CSO $325 Director $275 Senior Consultant $225 Analyst $175 B. Travel Charges for time during 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 the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide,at a glance, the total fees and costs incurred to date 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 completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice 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 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. 5. 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. AC REP CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDmYY) 11/07/2024 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 have ADDITIONAL INSURED provisions or 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 CONTACT NAME: Michael Geffre Insurance Agency 1�ICD,HQ .949-494-7261 Y INC,Ne)t 949-494-4481 32392 Coast Hwy Ste 260 E-MAIL ESS: Laguna Beach,CA 92651 INSURER(S)AFFORDING COVERAGE NAICN INSURER A•: ATEGRITY SPECIALTY INSURANCE CO 16427 INSURED INSURERS: MID-CENTURY INSURANCE COMPANY 21687 URBAN FUTURES, INC. INSURER : PENN STAR INSURANCE COMPANY 10673 dba ISOM ADVISORS INSURERD: WESTCHESTER SURPLUS LINES 10172 1470 MARIA LANE, SUITE 315 INSURER E: UNDERWRITERS AT LLOYDS OF LONDON 15792 WALNUT CREEK,CA 94596 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 ADDL SUER -- POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (A1 WODNYYYI thmoo/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS-MADE X OCCUR Y Y 01-C-PK-P20094043-0 12/27/202312/27/2024 S r DAMAGE70RENTEf) 100000 PREMISES(Ea occurrence) MED EXP(Anyone person) $ 5,000 PERSONAL&ADVINJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY Li jECT LOC PRODUCTS-COMP/OP AGG $ Not Covered OTHER S B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1 000 000 1E�acddenll � � ANY AUTO BODILY INJURY(Per person) S AUTOS ONLY x SCHEDULED y y 605900024 03/11/2024 03/1 1/2025 BODILY INJURY(Per occident) $ X HIRED X NON-OWNED PROPERTY DAMAGE S AUTOS ONLY AUTOS ONLY (Per accide„nt)-_ S UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 2,000,000 C X EXCESS LIAB CLAIMS-MADE XPA0010121 12/27/2023 12/27/2024 AGGREGATE $ 2,000,000 DED RETENTIONS $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y I N STATUTE ERH ANYPROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT S OFFICER/MEMBEREXCLUDED7 "J---- -""—"---"""- (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A SEXUAL/PHYSICAL ABUSE 01-C-PK-P20094043-0 12/27/202312/27/2024 LIMIT $25K/$50K D PROFESSIONAL LIABILITY G74382708002 12123/2023 12/23/2024 PER OCCURRENCE $2,000,000 E CYBER LIABILITY ESM0039844278 12/23/2023 12/23/2024 T. , FAR $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached II more space(is r red COMMERCIAL GENERAL LIABILITY DEDUCTIBLE$500 PER CLAIMANT By;__ MICHAEL E.GATES CITY OF HUNTINGTON BEACH,ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPit9yf qFT, as AND VOLUNTEERS ARE ADDITIONAL INSURED WITH RESPECT TO GENERAL LIABILITY AND COMMERCIAL A111-ict}(gi)31k1T>ISNRllICIAMIY AND NONCONTRIBUTORY AND WAIVER OF SUBROGATION APPLY. CERTIFICATE HOLDER CANCELLATION CITY OF HUNTINGTON BEACH ATTN: CHIEF FINANCIAL OFFICER SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 2000 MAIN STREET ACCORDANCE WITH THE POLICY PROVISIONS. HUNTINGTON BEACH,CA 92648 AUTHORI7,d REPRES iTATIVE. O 1988-20 5 ACORD CORPORATION. All rights reserved, ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD A�D CERTIFICATE OF LIABILITY INSURANCE DATA`MMIDD"YYY) 11/12/2024 • 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(les)must have ADDITIONAL INSURED provisions or 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 NAME CT Marsh Affinity POE Marsh Affinity (A/C.No,Ext): 800-743-8130 (N,No): a divis)on of Marsh USA LLC. AIL ADDRESS: ADPTotalSouwe@marsh.com PO BOX 14404 - Des Moines.IA 5030808686 INSURER(S)AFFORDING COVERAGE MAID II INSURER A: AIU Insurance Company 19399 INSURED INSURER B: ADP TotalSource DE IV,Ina. INSURER C: 5800 Windward Parkway INSURER D: Alpharetta,GA 30005 UCIF: - INSURER E: Urban Futures Inc INSURER F: 1470 Maria Lena Ste 315 Walnut Creek,CA 94596 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. !NM TYPEOFINSURANCE ADDL SUER POLICY NUMBER POLTYEFF POLICY EXP LIMITS LTR INSR WVD (UNIDO/NWT) IMMIDDANYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S CLAIMS-MADE (OCCUR DAMAGE TO RENTED S PREMISES(Ea occurrence) MED EXP(Any ona person) S PERSONAL 8,ADV INJURY S GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S POLICY EMT 1 -1 LOC PRODUCTS-COMP/OP AGG S I OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S • _ (Ea accident) ANY AUTO BODILY INJURY(Per person) S -OWNED SCHEDULED BODILY INJURY(Per accident) S AUTOS ONLY AUTOS ___.HIRED NON•OWNED PROPERTY DAMAGE $ AUTOS ONLY —AUTOS ONLY JPer accident) 5 UMBRELLAUAB _OCCUR EACH OCCURRENCE S EXCESS LIAB CLAIMS-MADE AGGREGATE S DEO RETENTIONS WORKERS COMPENSATION I ANDEMPLOYERS'LIABILITY Y/N X(STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT S 2,000,000 OFFICERRAEMBER EXCLUDED? NIA WC 088416081 CA 07/01/2024 07/01/2025 s'1 (Mandatory)n NH) E.L.DISEASE•FA EMPLOYEE S 2.000,000 ff yes,desuibe under DESCRIPTION OF OPERATIONS berow E.L.DISEASE-POLICY UNIT S 2,000.000 • DESCRIPTION OF OPERATIONS I LOCATIONS(VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) AD worksile employees working for Urban Futures Inc paid under ADP TOTALSOURCE,INC.'s payroll,are covered under the above slated policy.City of Huntington Beach 2000 Main St,Huntington Beach.CA 92648 CERTIFICATE HOLDER CANCELLATION City of Huntington Beach 2000 Main Skeet SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Huntington Beach,CA 92648 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. -AUTHORIZED REPRESENTATIVE -'./ ,n'• - . ACORD 26(2016103) ©1988-2016 ACORD.CORPO.-ayION. All rights reserved. The ACORD name and logo are registered marks of ACORD• • • THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. 444 - FARMERS E3153 INSURANCE 1 st Edltlon CHANGES IN TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION.) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective: Countersigned By: yeet.11/07/2024 Named insured: URBAN FUTURES,INC. (Authorized Representative) SCHEDULE Name Of Person(s)Or Organization(s): CITY OF HUNTINGTON BEACH,ITS OFFICERS,ELECTED OR APPOINTED OFFICIALS,EMPLOYEES,AGENTS AND VOLUNTEERS Additional Premium $ (If no entry appears above,information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The Transfer Of Rights Of Recovery Against Others To Us Condition does not apply to the person(s)or organization(s)shown in.the Schedule.We will retain the additional premium shown above, regardless of any early termination of this endorsement or the policy. This endorsement is part of your policy.It supersedes and controls anything to the contrary.It is otherwise subject to all the terms of the policy. E3153-ED1 6-06 Page 1 of 1 91-3153 E3153101 POLICY NUMBER: 605900024 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s)who are "insureds" under the Who Is An Insured Provi- sion of the Coverage Form.This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indi- cated below. Endorsement Effective: Countersigned By:11/07/2024 �//�Neaa4I Named Insured: URBAN.FUTURES,INC. (Authorized Representative) SCHEDULE Name of Person(s)or Organization(s): CITY OF HUNTINGTON BEACH, ITS OFFICERS,ELECTED OR APPOINTED OFFICIALS,EMPLOYEES,AGENTS AND VOLUNTEERS (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 0 e C-ONTRACT#C24-1-8 AGREEMENT-FOR-CONSULTANT SERVICES BETWEEN THE CITY OF ALBANY AND URBAN FUTURES INCORPORATED FOR PROJECT: FINANCIAL FORECASTING This AGREEMENT FOR CONSULTANT SERVICES ("AGREEMENT"), is made and entered into this_2nd day of_April, 2024 by and among_the City of Albany a California charter city ("CITY_ ") and Urban Futures Incorporated, a California corporation("CONSULTANT"). In consideration of the mutual covenants and conditions set forth herein,the parties agree as follows: SECTION 1. TERM OF AGREEMENT. Subject to-the provisions of SECTION 20 "TERMINATION OF AGREEMENT" of this AGREEMENT, the term of this AGREEMENT shall be for a period of one year from the date of execution of this AGREEMENT,as first shown above. Such term may be reduced or extended upon written agreement of both parties to this AGREEMENT. SECTION 2. SCOPE OF SERVICES. CONSULTANT agrees to perform the services set forth in EXHIBIT"A'"SCOPE OF SERVICES" and made a part of this AGREEMENT. SECTION 3.ADDITIONAL SERVICES. CONSULTANT shall not be compensated for any services rendered in connection with its performance of this AGREEMENT which are in addition to or outside of those set forth in this AGREEMENT or listed in EXHIBIT "A" "UFI PROPOSAL FOR FINANCIAL FORECASTING"unless such additional services are authorized in advance and in writing by the City Council or City Manager of CITY. CONSULTANT shall be compensated for any such additional services in the amounts and in the manner agreed to by the City Council or City Manager. SECTION 4. COMPENSATION AND METHOD OF PAYMENT. Subject to any limitations set forth in this AGREEMENT, CITY agrees to pay CONSULTANT the amounts specified in EXHIBIT "A" " UFI PROPOSAL FOR FINANCIAL FORECASTING " and made a part of this AGREEMENT for services satisfactorily rendered under this AGREEMENT. The total compensation payable, - 1— Current 2021 including reimbursement for actual expenses, shall not exceed $31,000 (thirty-one thousand) unless additional compensation is approved in writing by the City Council-or City Manager. Each month CONSULTANT shall furnish to CITY an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by thefollowing categories:labor(by sub-category),travel,materials,_equipment-, supplies, sub-consultant contracts and miscellaneous expenses. CITY shall independently review each invoice submitted by the CONSULTANT to determine whether the work performed, and expenses incurred are in compliance with the provisions of this AGREEMENT. In t-he_event that no charges or expenses are disputed,the invoice shall be approved and paid according to the terms set forth below. In the event any charges or -expenses are disputed by CITY, the original invoice shall be returned by CITY to CONSULTANT for correction and resubmission. Except as to any charges for work performed or expenses incurred by CONSULTANT which- are disputed by-CITY, CITY will use its best efforts to cause CONSULTANT to be paid within thirty(30)days of receipt of CONSULTANT's invoice. Payment to CONSULTANT for work performed pursuant to this AGREEMENT shall not be deemed to waive any defects in work performed by CONSULTANT. SECTION 5. INSPECTION AND FINAL ACCEPTANCE. CITY may inspect and accept or reject any of CONSULTANT's work under this AGREEMENT,either during performance or when completed. CITY shall reject or finally accept CONSULTANT's work within sixty(60)days after submitted to CITY. CITY shall reject work by a timely written explanation, otherwise CONSULTANT's work shall be deemed to have been accepted. CITY's acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance-of any of CONSULTANT's work by CITY shall not constitute a waiver of any of the provisions of this AGREEMENT including, but not limited to, SECTIONS 15 and 16,pertaining to indemnification and insurance,respectively. SECTION 6. OWNERSHIP OF DOCUMENTS. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or- discovered by CONSULTANT in the course of providing any services pursuant to this AGREEMENT shall become the sole property of CITY and may be used, reused or otherwise disposed of by CITY without the permission of the CONSULTANT. Upon completion, expiration or termination of this AGREEMENT, CONSULTANT shall turn over to CITY all such original maps, models, designs, drawings, photographs, studies, surveys,reports, data,notes, computer files, files and other documents. -2— Current 2021 SECTION 7. CONSULTANT'S BOOKS AND RECORDS. CONSULTANT shall maintain any and all documents and records demonstrating or relating to CONSULTANT's performance of services pursuant to this AGREEMENT. CONSULTANT shall maintain any and all ledgers,books of account, invoices, vouchers, canceled checks, or other documents or records-evidencing or relating to work, services, expenditures-and disbursements charged to CITY pursuant to this AGREEMENT.Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by CONSULTANT pursuant to this AGREEMENT.Any and all such documents or records shall be maintained for three years from the date of execution of this AGREEMENT and to the extent required by-laws relating to audits of public agencies and their expenditures. (b) Any and all records-or documents required to-be maintained-pursuant to this section shall be made available for inspection,audit-and-copying,at any time during regular business hours, upon written request by CITY or its designated representative. Copies of such documents or records shall be provided directly to the CITY for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at CONSULTANT's address indicated for receipt of notices in this AGREEMENT. (c) Where CITY has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of CONSULTANT's business, CITY may, by written request, require that custody of such documents or records be given to the requesting party and that -such documents and records be maintained by the requesting party. Access to such documents and records shall be granted to CITY,as well as to its successors-in-interest and authorized representatives. SECTION 8. STATUS OF CONSULTANT. (a) CONSULTANT is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of CITY. CONSULTANT shall have no authority to bind CITY in any manner,-nor to incur any obligation, debt or liability of any kind on behalf of or against CITY,whether by contract or otherwise,unless such authority is expressly conferred under this AGREEMENT or is otherwise expressly conferred in writing by CITY. (b) The personnel performing the services under this AGREEMENT on behalf of CONSULTANT shall at all times be under CONSULTANT's exclusive direction and control.Neither CITY, nor any elected or appointed boards, officers, officials, employees or agents of CITY, shall have control over the conduct of CONSULTANT or any of CONSULTANT's officers,employees or agents,except as set forth in this AGREEMENT. -3— Current 2021 CONSULTANT shall not at any time or in any manner represent that CONSULTANT or any of CONSULT-ANT's officers, employees or agents are in any manner officials, officers, employees or agents of CITY. (c) Neither CONSULTANT,nor any of CONSULTANT's officers,employees or agents, shall obtain any rights to retirement,health care or any other benefits which may otherwise accrue to CITY'S employees. CONSULTANT- expressly waives any claim CONSULTANT may have-to any such rights. SECTION 9. STANDARD OF PERFORMANCE. CONSULTANT represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the services required under this AGREEMENT in a thorough, competent and professional manner. CONSULTANT shall at all times faithfully; competently and-to the -best of its ability, experience and talent, perform all services described herein. In meeting its obligations under this AGREEMENT, CONSULTANT shall-employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of CONSULTANT under this AGREEMENT. SECTION 10. COMPLIANCE WITH APPLICABLE LAWS, PERMITS, AND LICENSES. CONSULTANT shall keep itself informed of and comply with all applicable federal, state and local laws, statutes,_codes, ordinances, regulations and rules -in effect during the term of this AGREEMENT. CONSULTANT shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this AGREEMENT. Neither CITY, nor any elected or appointed boards, officers, officials, employees or agents of CITY, shall be liable, at law or in equity, as a result of any failure of CONSULTANT to comply with this section. CONSULTANT shall obtain and maintain in full force and effect during the term of this AGREEMENT a Business License from the CITY's Finance Department. Provide City of Albany Business License number and Expiration Date on Page 11 of this contract. SECTION 11.NONDISCRIMINATION. CONSULTANT shall not discriminate, in any way,against any person on the basis of race, color, religious creed, national origin, ancestry, sex, age, physical handicap, medical condition or marital status in connection with or related to the performance of this AGREEMENT. -4— Current 2021 SECTION 12.UNAUTHORIZED ALIENS. CONSULTANT hereby promises and agrees to comply with all of the provisions- of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 11-01, et M., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should CONSULTANT so employ such unauthorizod_aliens for the performance of work and/or services covered by this AGREEMENT, and should any-liability or sanctions be imposed against CITY for such use of unauthorized aliens, CONSULTANT hereby agrees- to and shall reimburse CITY for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys'fees, incurred=by CITY. SECTION 13. PAYMENT OF A LIVING WAGE; FAILURE TO COMPLY. By-its-signature hereunder, CONSULTANT certifies that it is aware of the CITY ordinance requiring all consultants who meet certain eligibility guidelines to pay covered employees a living wage as enumerated in the ordinance, and agrees to_comply-with such provisions before commencing the performance of work and/or services covered-by this AGREEMENT. CONSULTANT agrees to provide CITY with documents andinformation verifying compliance with the requirements of the ordinance upon a request by CITY for such verification. CONSULTANT understands that failure to comply with ariy or all of the requirements- of CITY'S living wage ordinance may result in sanctions including termination of the contract and the CITY'S or covered employees' pursuit-of any available legal remedies. CONSULTANT further agrees to notify each of its affected employees in writing, upon commencement of performance of work and/or services covered by this AGREEMENT, of CONSULTANT'S obligation to pay a living wage as set forth in the CITY ordinance. This provision shall not be construed to limit CONSULTANT'S discretion to provide greater wages or benefits to its employees. Notwithstanding anything to the contrary,this provision shall not apply to work or services subject to state;prevailing wage law codified at Labor Code sections 1720 et seq. and 1770 et seq. SECTION 14. CONFLICTS OF INTEREST. (a) CONSULTANT covenants that neither it,nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of CITY or which would in any way hinder CONSULTANT's performance of services under this AGREEMENT.CONSULTANT further covenants that in the performance of this AGREEMENT, no person having any such interest shall be employed-by it as an officer, employee,agent or subcontractor without the express written consent of the City Manager. CONSULTANT agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of CITY in the performance of this AGREEMENT. (b) CITY understands and acknowledges that CONSULTANT is,or may be,as of the date of execution of this AGREEMENT,independently involved in the performance -5— Current 2021 of non-related services for other governmental agencies and private parties. CONSULTANT is unaware of any stated position of CITY relative to such-projects. Any future position of CITY on such projects shall-not be considered a conflict of interest for purposes of this section. SECTION 15. CONFIDENTIAL INFORMATION AND RELEASE OF INFORMATION. (a) All information gained or-work product produced by CONSULTANT in performance of this AGREEMENT shall be -considered confidential, unless such information is in the public domain or already known to CONSULTANT.CONSULTANT shall not release or disclose any such information or work product to persons or entities other than CITY without prior written authorization from the City Administrator, except_ as may be required by law. (b) CONSULTANT, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of CITY, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this AGREEMENT. Response to a subpoena or court order_shall not be considered "voluntary" provided CONSULTANT gives CITY notice of such court order or subpoena. (c) If CONSULTANT, or any officer, employee, agent or subcontractor of CONSULTANT, provides any information or work product in violation of this AGREEMENT, then CITY shall have the right to reimbursement and indemnity from CONSULTANT for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of CONSULTANT's conduct. (d) CONSULTANT shall promptly notify CITY should CONSULTANT, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this AGREEMENT and the work performed thereunder. CITY retains the right,but has no obligation,to represent CONSULTANT or be present at any deposition,hearing or similar proceeding. CONSULTANT agrees to cooperate fully with CITY and to provide CITY with the opportunity to review any response to discovery requests provided by CONSULTANT.However,this right to review any such response does not imply or mean the right by CITY to control, direct, or rewrite said response. SECTION 16.INDEMNIFICATION. (a) CITY and its elected and appointed boards, officials, officers, agents, employees and volunteers(individually and collectively, "INDEMNITEES")shall have no liability to CONSULTANT or any other person for, and CONSULTANT shall indemnify, -6— Current 2021 • defend,protect and hold harmless INDEMNITEES-from and against,any and all liabilities, claims, actions, causes-of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys' fees and disbursements (collectively "CLAIMS"),which INDEMNITEES may suffer or incur or to which INDEMNITEES may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise occurring as a result of or allegedly caused by the CONSULTANT's performance-of or failure to perform any services under this AGREEMENT or by the negligent or willful acts or omissions of CONSULTANT, its agents, officers, directors, subcontractors or employees, committed in performing any of the services iunder- this A-GREEMENT.- (b)- If any action or proceeding is brought against INDEMNITEES by reason of any of the matters against which CONSULTANT has agreed to indemnify INDEMNITEES as provided above, CONSULTANT, upon notice from CITY, shall defend INDEMNITEES at CONSULTANT's expense-by counsel acceptable to- CITY, such acceptance not to be unreasonably withheld.INDEMNITEES need not have first paid for any of the matters to which INDEMNITEES are entitled to indemnification in order to be so indemnified. The insurance required to be maintained by CONSULTANT under SECTION 16 shall ensure CONSULTANT's obligations under this section, but the limits of such insurance shall not limit the liability of CONSULTANT hereunder.The provisions of this section shall survive the expiration or earlier termination of this AGREEMENT. (c) If CONSULTANT's obligation to-defend, indemnify, and/or hold-harmless arises out of CONSULTANT's performance of"design professional"services(as that term is defined under Civil Code section 2782.8),then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, CONSULTANT's indemnification obligation shall be limited to CLAIMS that arise out of,pertain to,or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, and, upon CONSULTANT obtaining a final adjudication by a court of competent j risdiction, CONSULTANT's liability for such claim, including the cost to defend, shall not exceed the CONSULTANT's proportionate percentage of fault. (d) The provisions of this section do not apply to CLAIMS occurring as a result of the CITY's sole negligence or willful acts or omissions. SECTION 17.INSURANCE. CONSULTANT agrees to obtain and maintain in full force and effect during the term of this AGREEMENT the insurance policies set forth in EXHIBIT "B" "INSURANCE" and made a part of this AGREEMENT. All insurance policies shall be subject to approval by CITY as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Administrator.CONSULTANT agrees to provide CITY with copies of required policies upon request. I -7— Current 2021 -SECTION 18.ASSIGNMENT. The expertise and experience of CONSULTANT are material considerations for -this AGREEMENT. CITY has an interest in the qualifications of and capability of the persons and entities who will fulfill the duties and obligations imposed upon CONSULTANT under -this AGREEMENT. In recognition .of that interest, CONSULTANT shall not assign or transfer this AGREEMENT or any portion of this AGREEMENT or the_performance of any of CONSULTANT's duties or obligations under this AGREEMENT without the prior written consent of- the CITY. Any attempted assignment shall be ineffective,null and void,and_slrall constitute a material breach of this AGREEMENT entitling CITY to any and all remedies at law or in equity, including summary termination of this AGREEMENT. CITY acknowledges, however, that CONSULTANT, in the performance of its duties pursuant to this AGREEMENT, may utilize subcontractors. SECTION 1-.CONTINUITY OF PERSONNEL. CONSULTANT shall make every reasonable effort to maintain the stability and continuity of CONSULTANT's staff assigned to perform the services required under_this AGREEMENT. CONSULTANT shall notify CITY of any changes in CONSULTANT's staff assigned to perform the services required under this AGREEMENT,prior to any such performance. SECTION 20. TERMINATION OF AGREEMENT. (a) CITY may terminate_this AGREEMENT,with or without cause,at any time by giving thirty (30) days written notice of termination to CONSULTANT. In the event such notice is given, CONSULTANT shall cease immediately all work in progress. (b) CONSULTANT may terminate this AGREEMENT at any time upon thirty (30) days written notice of termination to CITY. In the event such notice is given, CONSULTANT shall cease immediately all work in progress. (c) If either CONSULTANT or CITY fail to perform any material obligation under this AGREEMENT,then, in addition to any other remedies,either CONSULTANT, or CITY may terminate this AGREEMENT immediately upon written notice. (d) Upon termination of this AGREEMENT by either CONSULTANT or CITY, all property belonging exclusively to CITY -which is in CONSULTANT's possession shall be returned-to CITY.CONSULTANT shall furnish to CITY a final invoice for work performed and expenses incurred by CONSULTANT, prepared as set forth in SECTION 4 of this AGREEMENT. This final invoice shall be reviewed and paid in the same manner as set forth in SECTION 4 of this AGREEMENT. -8— .Current 2021 • SECTION 21. DEFAULT. In the event that CONSULTANT is in default under the terns of this AGREEMENT,the CITY shall not have any obligation-or duty to continue compensating CONSULTANT for any work performed after the date of default and may terminate this AGREEMENT immediately-by written notice to the CONSULTANT. SECTION 22. EXCUSABLE DELAYS. CONSULTANT shall not be liable for damages, including liquidated damages, if any,caused by delay in performance or failure to perform due to-causes beyond the control of CONSULTANT'. Such causes include, but are-not limited to, acts of God, facts of the public enemy, acts of federal, state or local governments, acts of CITY, court orders,fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this AGREEMENT shall be equitably adjusted for any delays-due to such causes. SECTION 23. COOPERATION BY CITY. All public information,data,reports,records,and maps as are existing and available to CITY as public records, and which are necessary for carrying out the work as outlined in the EXHIBIT "A" "SCOPE OF SERVICES", shall be furnished to CONSULTANT in every reasonable way to facilitate, without undue delay, the work to be performed under this AGREEMENT. SECTION 24. NOTICES. All notices required or permitted to be given under this AGREEMENT shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows: To CITY: Nicole Almaguer City Manager City of Albany 1000 San Pablo Avenue Albany, CA 94706 To CONSULTANT: Wing-See Fox Managing Director Urban Futures, Inc. 1470 Maria Lane, Suite 315 Walnut Creek, CA 94596 --9— Current 2021 Notice shall be deemed effective on the date personally delivered or transmitted by facsimile-or, if mailed,three(3)days after deposit of the same in the custody of the United States-Postal Service. SECTION 25:AUTHORITY TO EXECUTE. The-person or persons-executing this AGREEMENT on behalf of CONSULTANT represents and warrants that he/she/they has/have -the authority to so execute this AGREEMENT and to bind CONSULTANT to the performance of its obligations hereunder. SECTION 26. BINDING EFFECT. This AGREEMENT shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. SECTION 27.MODEFICATION OF-AGREEMENT. No amendment to or modification of this AGREEMENT shall be valid unless made in writing and approved by the CONSULTANT and by the CITY. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver _shall be void. SECTION 28. WAIVER Waiver by any party to this AGREEMENT of any term, condition, or covenant of this AGREEMENT shall not constitute a waiver of any other term, condition,or covenant. Waiver by any party of any breach of the provisions of this AGREEMENT shall not constitute a waiver of any other provision, nor a waiver of any subsequent breach or violation of any provision of this AGREEMENT. Acceptance by CITY of any work or services by CONSULTANT shall not constitute a waiver of any of the provisions of this AGREEMENT. SECTION 29.LAW TO GOVERN; VENUE. This AGREEMENT shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the parties,venue in state trial courts shall lie exclusively in Alameda County. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Northern District of California, in San Francisco. SECTION 30. CLAIMS. All claims arising out of or related to this agreement must be presented not later than six(6)months after the accrual of the cause of action. Such claims shall be governed - 10— Current 2021 by the provisions of the Albany Municipal Code and such claims shall further be governed by the provisions of section 930.4 of the Government Code for the purposes of filing leave to present a later claim. It is further-provided that subdivision(b)of section 91 sections 911.6 to 912.2, inclusive and section 946.6 are applicable to all such claims, and the time specified in this agreement shall be deemed the "time specified" in section 911.2within the meaning of sections 911.6 and 946.6. SECTION 31. W-9-FORM Complete the attached EXHIBIT "D W-9 FORM"that will be removed from this contract and-forwarded to_our Finance Department for use during invoice processing. SECTION 32. ENTIRE AGREEMENT. ! P This AGREEMENT, including the attached EXHIBITS "A" through 4'D", is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed therein_and supersedes all other agreements or-understandings, whether oral or written, or-entered into between CONSULTANT and CITY prior to the execution of this AGREEMENT. No statements, representations or other agreements, whether oral or written, made by any party which are not embodied herein shall be valid and blinding.No amendment to this AGREEMENT shall be valid and binding unless in writing duly executed by the parties or their authorized representatives. SECTION 33. SEVERABILITY. If any term,condition or covenant of this AGREEMENT is declared or determined 'by any court of competent jurisdiction to be invalid, void or unenforceable,they remaining provisions of this AGREEMENT shall not be affected thereby and the AGREEMENT shall be read and construed without the invalid,void or unenforceable provision(s). II - 11— Current 2021 IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed the day and year first above written. CITY OF ALI3ANY: (C24-18) CONSULTANT: By ill/;k--? - Of-r Sea, P 441;t, By 4ff 4*/ Nicole Alrnaguer,City.Manager (Authorized Officer) Date 4/1/2024 Name: Wing-See Fox Title: Managing Director ATTEST: Cir of Albany Business License BL#7350 Expiration Date:November 2024 Anne Hsu,City Clerk Date 4/1/2024 - 12— Current 2021 EXHIBIT A Financial Solutions- „„:„ I. LETTER OF TRANSMITTAL -March 18,2024 Reina Schwartz, Interim Finance-Director Cassondra Murphy;Finance.Manager City of Albany 1000 San Pablo Avenue Albany, CA 94706 RE: City of-Albany Request for Proposal(RFP):10-Year-Financial Forecast Urban.Futures, Inc. (UFI;-is pleased to submit our proposal to provide the City of-Albany(City) with our financial forecast modeling services. We believe solid financial forecasting, analysis, and strategic planning can significantly help the City achieve both fiscal stability and financial sustainability through more-informed and consistent decision-making. Armed with a robust forecast-driven_analysis of the City's long-term fiscal outlook, City leaders can identify critical unmet needs, develop options to close funding gaps for service and capital needs, and create strategic plans to achieve the City's objectives. A good financial forecast, analysis, and strategic plan helps City management communicate effectively with elected officials, labor groups, and the general public regarding the trade-offs and costs required to achieve the community's objectives and goals. Over the past-several years, UFI has worked with a number of California cities to develop and consistently update a long-term financial forecast model for their General Fund-and related funds. Our clients run the gamut in terms of local economics,size,age,service offering, community diversity, revenue and expense structure, and financial challenges and opportunities. We believe that our approach to forecasting,the usability and flexibility of our model, and our understanding of the work are well-suited for the City's desired outcomes. We are excited about the opportunity to develop the City's custom forecast model and are committed to performing the work. If you have any questions, please do not hesitate to contact me at(650) 906-8959 (mobile)or via email at wingseef@urbanfuturesinc.com. Respectfully, Wing-See Fox James P. Morris Managing Director Managing Director Urban Futures,Inc. ® 1470 Maria Lane,Suite 315,Walnut Creek CA 94596 Telephone:(925)478-7450 ® www.urbanfuturesinc.com City of Albany—Proposal for Financial Forecast Modeling Services Page 2 H. TECHNICAL A. FIRM QUALIFICATIONS AND EXPERIENCE Since 1972, Urban Futures, Inc.(UFI), has provided municipal advisory and financial consulting services to- hundreds of_California cities,counties;special districts,schools,_community colleges,andnon-profits.The film is structured as a CCorporation and is-headquartered-in Walnut Creek, Calfornia. Forthe proposed engagement, the Managing Directors of both our Public Management Group and Public Finance Group will -be_assigned to this engagement and will be consistently available to the City throughout the— engagement. UFI is staffed with 17 professionals and headquartered in Walnut Creek with 100% focus on providing municipal Tax an d 3r Finara i advisory and consulting services to California municipalities. Revenue � � Analysis&Fiscat i 1 g g UFI integrates the state's top ranked -municipal advisory , Strat e3 * , practice with a financial consulting practice with staff that has 4t f over -100 years of public finance and executive-level FNatJCIM government combined experience. Minaiopal sas wn"N in i�nanctng 14(�t1I Q p D15irlct i SeTViCES$t �t • What differentiates us from our peers is the widespread list of � � Farmati�n Debt A►ial� tai uy municipal services that we provide to our clients, making us a "one-stop shop" for financial solutions. Rather than seeking a, � different consultants to address discrete financial issues on a s prance Plane piecemeal basis,clients engage our firm to provide them with a range of services, including financial forecasting, pension funding analysis, tax and revenue analysis, and development of fiscal strategies, a well as municipal advisory assignments for issuance of bonds,post-issuance compliance,financing district formation,capital funding analysis and preparation of financing plans. UFI provides these services through three divisions: Public Management Group' ("PMG") provides in-depth and insightful analysis of our client's financial history and current position, revenue and expense structures, long-term liabilities and risks, and fiscal outlook through the use of custom financial models,long-term forecasts,and fiscal assessment tools that integrate a wide variety of econometric, financial and demographic data with key metrics, benchmarks and best practices. More importantly, the diversity and experience of our PMG team enables UFI to transform the financial data and analysis into actionable management information that provide specific recommendations and strategies supported by the analytics that help our clients achieve their goals and objectives. Our experience in developing forecasts for local governments includes working with well over a dozen California cities over-the past several years. Non-MA Services WAIFI w 311 Sol 1{Ii70' City of Albany—Proposal for Financial Forecast Modeling Services Page 3 Public Finance Group ("PFG") provides.municipal advisory services, debt analysis,financing plans, and access to capital markets-for various transaction types, including General Obligation., Lease-Revenue, Utility, Tax-Increment, Utility, CFD and Pension Obligation-Bonds, as well as Private Placements, Public Private Partnerships(P3),and Enhanced Infrastructure Financing Districts(EIFDs).We help-staff evaluate and implement various financing options for priority-projects (including bonds, revolving lines of credit, and State and Federal loan programs)and refinancing opportunities. All of the professionals in-PFG have passed the MSRB-Series 50 Municipal Advisor Representative examination. Since January 1, 2020, UFI has assisted California municipal-clients in the completion.of over 696 bond transactions,making us-the #1 municipal advisor in-California based on number of bond transactions completed. Analytics and Compliance-Group'.provides services related-to post-issuance compliance, including continuing disclosure, arbitrage rebate, and CDIAC reporting compliance. We currently serve over 200' California cities,enterprise districts,utilities,successor agencies,joint powers and financing authorities, school districts,and charter schools. B. S-TAFF QUALIFICATIONS AND EXPERIENCE • ._ UFI is staffed with former municipal finance directors and managers,and public finance professionals with both-executive government and corporate/investment-banking experience. Our expertise is in a wide range of areas related to the finances and operations of cities and local governments in California. Our diversity of people, experience and expertise enables us to conduct detailed quantitative and qualitative analysis of municipal finances and translate that analysis into practical, actionable, and.clearly delivered recommendations. Below are the professional biographies and qualifications of the UFI team members for this engagement. James P. Morris,Managing Director t Jim has over twenty-five years of experience working in the fields of financial analysis, municipal law and public agency governance.Jim specializes in assisting cities and special districts in the areas of long-term forecasting, financial sustainability and comprehensive fiscal assessments. His recent engagements include financial forecast models for numerous municipal clients (Alameda,South a • San Francisco, East Palo Alto, Culver City, Monterey Park, and more), preparing fiscal sustainability plans for the cities of Pomona and Colton,_and developing a comprehensive fiscal assessment for the City of Corona. Jim also has responsibility for managing and guiding UFI's Analytics and Compliance practice group which includes continuing disclosure, arbitrage rebate, and CDIAC reporting compliance for municipal issuers. Prior to joining UFI, Jim worked with the City of San Bernardino where he was tasked with successfully winding-down San Bernardino's former redevelopment agency ($28+ million annual budget and $275+ million in debt and obligations), and he was a key advisor and strategist for the city's bankruptcy team. Jim began his professional career as a public law attorney with Best Best & Krieger, where he served as Assistant City Attorney for the cities of Corona and Ontario,and General Counsel for Western Municipal Water District. Jim is a graduate of Dartmouth College and received both a Juris Doctorate and Master oflUrban Planning from UCLA. 2 Non-MA Services U 'I t."ir:aiit SiIhrtic City of Albany—Proposal for Financial Forecast Modeling Services Page 4 Wing-See Fox,_Managing-Director Wing-See Fox is a Series 54 Municipal Advisor Principal of UFl and has over a decade of-experience in the fields of municipal advising, public finance, and municipal securities. She has worked on over $3 billion in municipal debt offerings for cities and special districts in California including lease revenue bonds, certificates of participation, tax allocation bonds, CFD and assessment district bonds, general obligation bonds, and enterprise bonds. Wing-See excels in gaining a thorough understanding of credits, validating assumptions in- financial projections, and structuring bond transactions to meet the-needs of the issuer while maximizing credit strength and -marketability to_investors. She has extensive experience developing credit presentations geared towards the criteria:of rating agencies in order to achieve the highest possible ratings. Prior to becoming a municipal advisor,Wing-See was a public finance investment banker, having worked at Raymond.James Public Finance in San Francisco and UBS Investment Bank in New York.Outside-of public finance,Wing-See has served as the CEO ofthe non-profit-Prevent Blindness Northern California and a business development consultant in West Africa for small and medium-sized- locally-owned-enterprises.Wing-See received a Master of Business Administration degree from Columbia Business School, a Master of Social Work degree from Columbia University School of Social Work, and a Bachelor of Arts degree in-Psychology from Stanford University C. SIMILAR ENGAGEMENTS WITH OTHER GOVERNMENT ENTITIES btu 5> 74,, City of South San Francisco °' y'� Relevance: Fiscal Sustainability Planning, Organizational Evaluation and Financial Forecast + Modeling for the General Fund- , .. tY ,A 4..trnr\r Through a competitive RFP process,the City of South San Francisco selected UFI to develop a fiscal sustainability plan tailored to the City's issues, needs, and challenges. The project commenced in September 2019 and was completed in Spring of 2022 with anupdate of the City's forecast model. The goals of the project were to provide the City with a long-term fiscal analysis of its general fund, capacity to understand the impact on City services of potential future slowing of revenue growth, and recommended fiscal strategies that help ensure City finances remain strong, and prioritized City services can be delivered during a financial downturn. As part of the scope of the engagement, UFI was tasked with developing a financial forecast model for the General Fund that enables the City to understand its revenue and expense structures, provides the City with a long-term fiscal outlook, and incorporates scenario evaluation capacity. City of Alameda Relevance:Financial Forecast Modeling for the General Fund and Multiple Special Revenue Funds ALAMEDA In May 2020, the City retained UFI to develop a long-term financial forecast model that would help the City better understand the risks associated with its trends in operating deficits/surpluses,and the impact of these trends and potential recession scenarios on the City's reserves, and fund balances. Over the next 12 months, UFI developed a forecast model that included the General Fund and eleven Special Revenue Funds identified in consultation with staff as high risk for requiring General Fund support due to potentially volatile revenues, labor obligations, transfers in/out and allocated costs. The forecast model included a baseline forecast with revenue and expense trends, UFI i'i=; aaT SrilirPitiies City of Albany—Proposal for Financial Forecast Modeling Services -Page 5 projections for annual operating deficit/surplus, projected fund balances and the capacity to create and analyze "what-if"scenarios. UFI's forecast-model has allowed the City to-assess the financial position of its Special Revenue Funds;to diagnose the structural-operating-deficits within several Special Revenue-Funds,and to understand the initial steps required to mitigate the risk exposure of the General Fund created by these Special Revenue Funds. UFI's work culminated in a presentation to the City- Council summarizing the work and recommending areas of initial-focus and next steps to strengthen the City's-long-term fiscal-stability and outlook. ro =-4- 4 City of Pomona i ,t..; r ,„b Relevance: Financial Forecast Modeling, Strategic Financial Advising, Fiscal Policies and i f Procedures Precipitated by a quickly growing pension liability and-the need for fiscal restructuring of interfund transfers and reimbursements, UFI- was engaged by the City of Pomona to -prepare a ten-year financial forecast for its General Fund and review the structure of its-reimbursements between the City's Enterprise Funds and General Fund. The engagement involved a two step process of an initial baseline ten-year forecast, including the City's pension liabilities and future costs. Based on the financial forecast,UFI provided the City-with a comprehensive fiscal health analysis,recommendations for immediately addressing the City's growing insolvency and pension costs,and long-term recommendations for cost-containment and financial sustainability. The City has since continued to engage UFI to update its financial forecast model, present an annual fiscal-outlook to the City Council,and discuss various fiscal strategies to improve the City's long-term financial sustainability. In 2022, UFI was engaged by the City to prepare a comprehensive set of updated fiscal policies and procedures. This work involved(1)reviewing the City's various fiscal and financial policies and-documents, (2) consolidating and redrafting language to reflect the City's current financial objectives and goals, and (3) amending and adding language to reflect best practices, institutional controls and-financial concepts from the Government Finance Officers Association (GFOA), International City/County Management Association (ICMA), Rating Agencies & Bond Insurers and other industry-leading trade groups and research. The resulting comprehensive document covered the following areas of municipal finances: fiscal operations, budget adoption and administration, reserves and fund balances, fiscal sustainability, pension and OPEB management,capital improvements,debt management and investments. I�/- City of Cupertino Relevance: Financial Forecast Modeling and Tax Revenue Evaluation and Analysis Through a competitive RFP process,the City of Cupertino selected UFI to provide financial �Y''Dss forecasting and tax revenue evaluation and analysis. In 2019, UFI updated,expanded and CUPERTINO refined the City's prior financial forecast model, assessed the City's long-term financial position and evaluated the fiscal impact and pros/cons of various revenue alternative , including the following: local transaction and use(sales)tax, utility user tax,transaction and use tax, and a parcel tax. UFI's initial work culminated a comprehensive presentation to the City Council summarizing model outputs and revenue enhancement alternatives and financing options for various capital improvements. In early 2020, UFI was asked by the City to assist in developing a strategy and timeline for voter consideration of a local transaction and use(sales)tax on the November ballot. UFI rIt t.:]4oI 1Pttir City of Albany—Proposal for Financial Forecast Modeling Services Page 6 The City, challenged with significant-projected General Fund budget-deficits, re-engaged-UFI in 2023 to provide an update on the various revenue alternatives that were presented to City Council-in 2019,with the addition of an analysis on a-new business-license tax. The project culminated in presenting to City Council our recommended ranking of revenue measures for the City to pursue to plug a portion of the- budget gap. D. REFERENCES We encourage you to contact any of our recent clients- listed below to discuss their experience and satisfaction with UFI. We believe our-references can best speak-to the quality and effectiveness-of our work. 'Cityyof South SankFranciscor '� w��V b ..��3�3.ax..max .,.,��r.�. '��.*,,��, ,r -,�_-„_� ;3,�.._. a Jason Wong,Deputy Finance Director Tel:(650)829-6610; Email: lason.wong@ssf.-net 400 Grand Avenue,South San Francisco,-CA_94080 Projects: 2022 Lease Revenue Bonds, Pension Analysis, Financial Forecast - City of East Palo Alto Tomohito Oku,Finance Director Tel:(650)586-8443 Email:toku@cityofepa.org 2415 University Avenue, East Palo Alto, CA 94303 Projects: Financial Forecast City of Cupertino s` 2 a Kristina Alfaro, Director of Administrative Services Tel:(408)777-3220; E-mail: KristinaA@cupertino.org 10300 Torre Avenue,Cupertino,CA 95014 Projects: 2020 Certificates of Participation, Financial Forecast,Tax Revenue Evaluation and Analysis E. PROPOSED METHODOLOGY 1. Development of Forecast Model UFI uses a simple and clear income statement format for developing our custom Excel-based forecast model for clients,focusing on a ten-year projection of the General Fund's revenues,expenses,cash flows and fund balance. If the City has operating revenues or expenses in special revenue funds(not otherwise captured through interfund transfers), the forecast model has the capacity to include special revenue ... rittuithl Sotiriiai3s City of Albany-Proposal for Financial Forecast Modeling Services Page 7 funds for purposes of ensuring the City has a-comprehensive understanding ofits long-term fiscal outlook for the delivery of-municipal services. UFI's approach to municipal finance forecasting and how we will build-out the City's custom forecast model can be understood=through the following summary of the features that will be included-in the City's forecast model: • Standardized Revenue&Expense Categories Customized to the City's-Needs. UFI has developed a standardized revenue and expense categorization framework that correlates' with available economic data, projections, and-variables appropriate for driving municipal forecasts. The subcategories within-our-standardized-revenue and expense framework will bej customized-to meet the particular needs of the City. • Simplified Integration of City's Historical-Financial Data to Facilitate Easy Updates. UFI will-build a custom crosswalk between the _City's general ledger financial data and the model's i revenue/expense framework that minimizes the amount of work required-by City staff, both in the initial development of the model and during periodic updates (a-draft of the revenue and expense crosswalks is reviewed witl City staff-to help ensure an accurate mapping'of City financial data to the forecast model). The model-will incorporate up to ten years of the'City's historical financial data for purposes informing our forecasting aigorithms-(see below). • Tailored Forecasting Algorithms. UFI uses econometric data from Moody's Analyttics,U.S.Precis® Metro forecast "" "°' � � »-�-,,rp*a r e rvmn :wa service, combined n � �: nm.ss wws "'. af'krt. -:ux+8fi ro a" fi. „,elm"R"" with a variety of '4 <" ' `m i0»w. b. iiy VM nib :StiaLE. �veSq a.%T.ne' US IN 2S. city, regional and "* `" `° �' state financial °� `� " "r caaw E,• �r aas amac e+- ssa aw.aa. csaso asas., as:zu r w.,, m, vmnvx xa�.r axes +az projections and �� � mr axMaa ,an a, • �snka+va .a ;x ., sv rrr wsaa indicators, to '�� # � "' s � t :"4 7 k.Sf f l.nfFG SD C 'fc, "..'1 2 W.. �tw�m. R.}T )n.ct AN JlT' .i91 St 1K'..a %9 'i,S555 create , l forecasting A�ve� W.,"4, (msse &..kb k, xl TbiN: t AI..rAi A.i.'sl i'1s'd PH�'1 SS4M. 41rG:9s6 ...BM :C SS 1996:, 1f(p SA`SEI ST algorithms that �" • °� `" �` - w sm• '� =L R; Y ,4 YnaF sal .4:eS»e � <3eyy� P ran �x5�i will drive each Y ° _,� q.,. . • ' ° .470 �� Sxnea�Y� 6 I +2t16 .Rl� 3.aNb6a revenue and �w = . ... '' expense category in the City's .x>x• „ .,� x, a n fa" .Z es Ate g u: >s sae+a aa: ax° #orecast. The .�� ��.k.. a . .er•, 'u rEu.rw nre - ...er''�.-tee ,:w.�.r.� �` econometric data is statistically correlated with outputs from the City's historical financial data]to create four custom forecast trendlines (aggressive, average, conservative and pessimistic) for each revenue and expense category that can be selected through the control panel(see below); • Baseline Forecast with Fund Balance Allocation. The City's forecast model will produce a ten- year baseline forecast of revenues,expenses,cash flows and fund balance for purposes of analysis and comparison with "what-if" scenario forecasts (see below). The baseline jforecast is the predicted financial position of the City over the next ten years if the City makes nb changes to its organization or operations,and there are no significant external impacts. Importantly,the City's .0'efuFI .. T�i�ircrisrai St2�irtitE:i City of Albany—Proposal for Financial Forecast Modeling Services Page 8 forecast model will include the capacity to have the forecasted fund balance annually allocated to various City fiscal.policies and priorities. • "What-if"Scenario Forecasts, Including a Built-in Recession Module. The City's forecast model will-include capacity for users to create "what-if" scenario forecasts to-compare against the baseline or other scenario forecasts (see control panel feature below for further details). Similar to the baseline forecast,the scenario forecasts will include-a full ten-year projection of revenues, expenses, cash flows and fund balance. Contingent upon availability of-historic City data, the -City's forecast model will include a built-in recession module that give the City some insight into the potential financial impact of a future recession based on a historic modeling-of previous r recessions. Finally,the architecture of the City's forecast model-will allow for full integration of additional custom revenue and/or expense scenario module that may be requested"by the City and developed by UFI. • Universal Control Panel. The City's forecast model will contain a customized control panel that allows users to toggle and adjust all the forecasting variables and=scenarios without leaving the control panel. Adjustments include, but are not limited-to the following: (1) selection of the appropriate CONTROL PANEL OTT OF POMONA.FINANCIAL FORECAST forecast trendline for any revenue or ®nommizsi"...M.. .a ® i� VW—kWp expense category at either a general or a more granular F ""'"'-; II _ ; ,I subcategory level, ---- (2) creation of . ®M44; .....custom- scenarios _ ® through r adjustment of the forecast variables " I t ��� i -I ' ,.. for any revenue or . fi expense category - --in a single or across multiple forecast years, and (3) adjustment of the variables for any custom scenario modules included in the City's model such as the recession module. • Intuitive Dashboard. The City's forecast model will contain a dashboard with graphical outputs and statistical measurements that help tell the story of the City's current and future fiscal condition in understandable terms to policymakers; stakeholders and the general public. The dashboard will contain our standard dashboard elements that allow a comparison of the baseline and scenario forecasts across multiple metrics. UFI is also capable of creating custom dashboard elements as may be requested by the City. Below are some examples of our standard and custom dashboard elements. WUF! 3EJEa:.Lriraat NIFkIPkuT.c City of Albany—Proposal for Financial Forecast Modeling Services ` Page 9 Year End;Fund Balance&Allocation Annual Operating Surplus/(Defi I. ( 10=Year Prior With 5cenoiaos vs.Baseline;Forecast, 10-Year Prior and Baseline Forecast • • .55,.C:rJ O'.l3 ........... ... ..................................... 3.,..,......,.,.. .......,.....,... i $5.000,0)O .......... ......... ..._....._€ ...........I ............... ......._. t ..._.......... .. $av•Gun .$aroaloaa s .� i �4 $3..OJ.L�U € + SQG93rCJJ i .... ................... .. ... ......... 1 3; ° S z yr., s • { .. I :. i I ... .. 1.''''Ui,p4.oye P1.s•5'a: i9 ,r,. 1�'C'>5�.�'t`�1y vti1.-..o'zQ o'�'c'ti -s '� 3"' i:s,ax,not .... ....... .......7 .... .. .. ...... ',Z, O."co A"-0"f ti:,1`t�i i., .z! °i . "c" c� cl.,,.:c, ck c,-1,,`4 -..".1."''' s,. 1 , ,b C O D ,Y 7 1 o i? d , b '�' O •' > .L U ` .�4 .t0 O O Oc,; 1C U U O .O Not-Spendable Restricted r�Cammittcd$Res aves) c``e` FL`Fi`F, q, F:`G� Fz`F: ¢l Fv� a� q. F, F. F.. c� Fz i Undesignvtei 5sse➢neFaietasi • I .mn;t„,ine .NRevetiueComposition Total Revenues&Expense time Revenues: :FY`2030 ••Fxub+vor Txa ivi. . p, . utr•;n t nu;- 10-Year Prior and-Scenarios Forecast :,o.tRrceyc-.v,. axe, ,,,...,.,>` za:m Sarnint;> .b,isc.: : $15.0 fxo __........... ... ............ ........... ...._._ ............. sao s a, ice/ {J •b27' ......._.... _.._ `_._.,.......,.. C q • • 5Ci gr.Rur : >si; S�-:saxlss 5 : g- ,» ,,, ✓ ' f;44 i%em Y i P.eersze \ x ''" ,,,, ' k,e(u Q j $asaxcez .................... a ..... ............ ... ..... ero • t3,..ra.:`V Yd:,�i:�+ "1,os si.'1,o .n4,h,ki, •».YeAo>9.cs,° a ` t€censeJOPe azla!7r em Asaup�q+ uzin{.�se,. , 4i tt-. s+.P 1.4..^"°C� i't.1.V -A 0°� .1'.4+ c{�4�1 4:`¢a e0' r..n. "ra*,(Tel) '0,,,l _ • 20..E.- .7lea8 lOT xca' 6.0`58 �.'r�i$arF}IitSjtie(€Cit - B•aiel�ne ReVenne5: --1-T€iii RevenUesi' ........_.... .,_,.,..,_......,.,.,w. .„...—.,.,_ ....,.,,.__,.,,.,.._.,,,,,. „„w„„r.,,„„„„„ __; -,a, niln`e r"xp nse .---1-T€me"expenses T 94., V t!Si:;irir,.ia3 ttil it(Pi?,. City of Albany—Proposal for Financial Forecast Modeling Services Page 10 2. Forecast Model User Orientation. UF1's forecast models are designed to be-owned, manipulated and fully utilized-by our clients. Upon completion of-the-City'sforecast model,we believe-it's important to allow for at least one or twoonline sessions in which UFI works with City staff on how to utilize and manipulate the forecast model-to best meet the City's needs. F. ESTIMATED PROJECT SCHEDULE The estimated schedule for developing-a draft of the City's-forecast model is typically approximately-60 days but is contingent upon-UFI's immediate availability, when-UFI receives the data and information requested from the City,and the completeness and/or format of such data. Below is a representation of our typical workflow for developing a forecast model. Delays in receipt of requested data,information or responses to questions, however,will extend this draft timeline, particularly when it causes conflicts with other scheduled work. -A more refined schedule can be developed after discussing the City's particular timing needs and data. ,Mx Scope of Work Component Schedule�Timeline UFI provides City initial financial data and information 5 days request. (after execution of agreement) UFI analyzes city data and develops crosswalk between 14 days City's current and historical financial data and consultant's (after UFI receives financial data from framework for the forecast model. City in the requested format) UFI develops ten-year forecast of City's revenues, expenses-and fund balance, incorporates econometric 21 days data into model,adjusts forecasting algorithms and builds (after UFI completes data crosswalk out dashboard/control panel. UFI may have additional and receives any additional data requested from City) data requests from the City. UFI delivers City draft forecast model,and schedules 7 days meeting with City finance staff to review draft model and (after UFI completes revenue,expense discuss any issues. and fund balance forecasting) Consultant revises draft forecast model based on City 14 days input and resolved issues, audits draft model and delivers (after review of draft model with City and UFI's receipt of any additional to City final forecast model. required data or information from City) f JFI -� ISGrrib5:a15o1@Pf+zias • City of Albany—Proposal for Financial Forecast Modeling Services Page 11 G. FEE PROPOSAL To perform the scope of work described above, UFF proposes-to be compensated on an actual time and materials-basis at the hourly rates-and-not-to-exceed-cost below. i. 10-YEAR FORECAST COST PROPOSAL Total All-Inclusive Maximum-Price:$30,875 ii. Estimate of Cost-Breakdown Positions Hours Hourly Rate Managing Directors 95 $325 - Total 95 $325 • .... UFI - t City of Albany Exhibit B Insurance Requirements—Professional Services Agreements I. Professional Liability Insurance a. Consultant shall maintain professional liability insurance that insures against professional errors and.omissions that may be made in_performing the Services to be rendered in connection with this Agreement, in the minimum amount of two million dollars($2,000,000) per claim and in the aggregate. Any policy inception date,continuity date,or retroactive date must be before the effective date of this Agreement,and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this Agreement. II. Commercial General Liability a. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount-not less than two million dollars ($2,000,000) per occurrence for bodily injury, personal injury,and property damage, including without limitation, blanket contractual liability.If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.Consultant's general liability policies shall be primary and shall not seek contribution from the City's coverage,and be endorsed using Insurance Services Office(ISO)form CG 20 10(or equivalent)to provide that City and its officers,officials,employees,and agents shall be additional insureds undersuch policies. For construction-projects, an endorsement providing completed operations coverage for the City and its officers,officials,employees,and agents using ISO form CG 20 37(or equivalent), is also required. b. Any failure to comply with reporting provisions of the policies by Consultant shall not affect coverage provided the City. c. Coverage shall state that Consultant insurance shall apply separately to each insured against whom claim is made or suit is brought,except with respect to the limits of the insurer's liability. d. Coverage shall contain a waiver of subrogation in favor of the City. II. Business Automobile Liability a. Consultant shall provide auto liability coverage for automobiles using ISO Business Auto Coverage form CA 00 01(or equivalent),coverage symbol 1—any auto (except where Consultant has no owned autos,coverage symbols 8—hired autos and 9—non-owned autos),with a limit of no less than two million dollars ($2,000,000)per accident. Consultant's business automobile liability policies shall be EFFECTIVE 4/22/21 primary and shall not seek contribution from the City's coverage and be-endorsed to provide that City and its-officers,officials,employees, and agents shall_be additional insureds under such-policies. b. Coverage shall.contain-a waiver of-subrogation in favor of the City._ III._ Workers'Compensation and Employers'liability a. Consultant shall maintain Workers'Compensation Insurance and Employer's Liability Insurance with limits of-at-least one million dollars($1,000,000). Consultant shall submit to City,along with the certificate of insurance,a waiver_of-subrogation endorsement in favor of City, its officers,'agents, employees,and volunteers. IV. All Coverages a. For each insurance policy required by the Agreement,coverage shall not be suspended,voided, cancelled, or reduced in limits except after thirty(30)days' prior-written notice has been given to the City by Consultant,except that ten (10)days' prior written notice shall apply in the event of cancellation for nonpayment of premium. b. All self-insurance,self-insured retentions,and deductibles must be declared and approved by the City. c. Evidence of Insurance-Prior to commencement of work,the Consultant shall furnish the City with certificates, additional insured endorsements,and waivers of subrogation evidencing compliance -with the insurance requirements above.The Consultant must agree to provide complete,certified copies of all required insurance policies if requested by the City. d. Acceptability of Insurers-Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A-:VII or higher. EFFECTIVE 4/22/21