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HomeMy WebLinkAboutManagement Partners (3)CONSULTING SERVICES AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND Management Partners THIS AGREEMENT for consulting services is made by and between the Town of Los Altos Hills ("Town") and Management Partners ("Consultant") (together referred to as the "Parties) as of April 20, 2018 (the "Effective Date"). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to Town the services described in the Scope of Work attached as Exhibit A , and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail, 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end not later than September 30, 2018, and Consultant shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the Town.'s right to terminate the Agreement, as referenced 'in Section 8. 1.2 Standard of Performance, Consultant shall perform all services required pursuant to this Agreement according to the standards observed by a competent practitioner of the profession in Which Consultant is engaged, 13 Assimment of Personnel, Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that Town, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from Town of such desire of Town, reassign such person or persons., 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. Town hereby agrees to pay $150 Der hour for the lead consultant and Irl the rates for other consultants shown in Exhibit A (pg.4). Contract amount shall not exceed seven!y-five thousand dollars (175,000) for services to be performed and reimbursable costs incurred under this Agreement. Any work performed by consultants other than lead consultant requires prior written authorization from City Manager. In the event of a conflict between this Agreeftnt and Consultant's proposal, attached as 'Exhibit A, regarding the amount of compensation, the Agreement shall prevail. Town shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from Town to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to Town in the manner specified herein. Except as specifically authorized by Town in writing, Consultant shall not bill Town for duplicate services performed by more than one person, Consultant and Town acknowledge and agree that compensation paid by Town to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. Town therefore has no responsibility for such contributions beyond compensation required under this Agreement. 21 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following 'information-, • The beginning and ending dates of the billing period; • At Town's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense- • The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder; • Consultant shall give separate notice to the Town when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 500 hours within a 12 -month period under this Agreement and any other agreement between Consultant and Town. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and Town, if applicable, 2.2 Monthly Payment. Town shall make monthly payments, based on 'invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. Town shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant, 23 Final Payment, Town shall pay the last 10% of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to Town of a final invoice, if all services required have been satisfactorily performed. 14 Total Payment. Town shall pay for the services to be rendered by Consultant pursuant to this Agreement. Town shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. Town shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment, Page 2 of 14 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown in Exhibit A, Fee Proposal and Term of Engagement (pg. 4) unless the Agreement is modified prior to the submission of such an Invoice by a properly executed change order or amendment, 2,6 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed $1,200.00. Expenses not listed below are not chargeable to Town. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Eligible reimbursement includes travel costs (to be reimbursed at IRS rates) to and from events on behalf of the Town. Prior authorization from the City Manager is required, 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes . incurred under this Agreement and any similar federal or state taxes. 2*8 Payment upon Temination. In the event that the Town or Consultant terminates this Agreement pursuant to Section 8, the Town shall compensate the Consultant for all 0— outstanding costs and reimbursable expenses Incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets to verify costs incurred to that date. 2.9 Authorization to Perform Services,, The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. Town shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein, Town shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with Town employees and reviewing records and the information in possession of the Town. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of Town. In no event shall Town be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4,. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, 0 b 41 representatives, employees, and subcontractors. Consistent with the following ng prov I isions, Consultant shall provide proof satisfactory to Town of such insurance that meets the irequirements of this section and under It i forms of insurance satisfactory in all respects, and that such insurance is n effect prior to beginning work to the Town. Consultant shall maintain the insurance policies required by this section throughout the term of Page 3 of 14 this Agreement. The cost of such 'insurance shall be included in the Consultants bid, Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence that such insurance is in effect to Town, Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant shall maintain all required insurance listed herein for the duration of this Agreement. 4*1 Workers' compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employers Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than $1,000,000 per accident, In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the Town and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 42 Commercial General and Automobile liabilily Insurance. 4.21 General reguirements,, Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than $ 1,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form With a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non -owned automobiles, 4.2.2 Minimum scope of coverage, Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an "occurrence" basis. Automobile coverage. shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition), Code 1 (any auto). No endorsement shall be attached limiting the coverage, 4.2.3 Additional reguirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The Insurance shall cover on an occurrence or an occurrence basis, and not on a claims -made basis. Page 4 of 14 b. Town, its officers, officials, employees, and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultaft or automobiles owned, f leased, hired, or borrowed by the Consultant C. For any claims related to this Agreement or the work hereunder, the Consultant's insurance covered shall be primary insurance as respects the Town, its officers, officials, employees, and volunteers. Any 'insurance or self-insurance maintained by the Town, its officers, officials, employees, or volunteers shall be excess of the consultant's insurance and shall not contribute with it. d. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the Town. 4.3 Professional Liabilitv Insurance, 4.3.1 General reg irements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $1 000,000 covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim, 4.3.2 Claimsemade limitations. The following provisions shall apply if the professional M liability coverage is written on a claims -made form: a, The retroactive date of the policy must be shown and must be before the date of the Agreement. bo Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. C. If coverage is canceled or not renewed and it is not replaced with another claims -made policy form with a retroactive date that precedes the date of this Agreement, Consultant must purchase an extended period coverage for a minimum of five years after completion of work under this Agreement, d, A copy of the claim reporting requirements must be submitted to the Town for review prior to the commencement of any work under this Agreement. 4.4 All Policies Reguilrements, Page 5 of 14 4.4.1 Acceptability of insurers.,All insurance required by this section is to be placed with insurers with a Bests' rating of no less than AM 1. 4.4.2 'verification of cov Prior to beginning any work under this Agreement, Consultant shall furnish Town with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies, All copies of policies and endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the Town does not receive the required 'insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The Town reserves the right to require complete copies of all required insurance policies at any time. 4.4.3 Deductibles and Selfinsured Retentions. Consultant shall disclose to and obtain the written approval of Town for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the Town, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Town, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the Town guaranteeing payment of losses and related investigations, claim administration and defense expensesb 4e4s4 Wastinc Policies. cies. No policy required by this Section 4 shall 'Include a 'wasting" policy limit (Le. limit that is eroded by the cost of defense),, 4, .5 Waiver of Subrogation. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the consultant, its employees, agents, and subcontractors. 4.5 Remedies. In addition to any other remedies Town may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Town may, at its sole option exercise any of the following remedies, which are alternatives to other remedies Town may have and are not the exclusive remedy for Consultant's breach: 0 Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Page 6 of 14 a Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES, Consultant shall indemnify, defend with counsel acceptable to Town, and hold harmless Town and its officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney's fees and costs and fees of litigation) (collectively, "Liability) of every nature arising out of or in connection with Consultant's performance of the Services or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of Town. The Consultant's obligation to defend and indemnify shall not be excused because of the Consultant's inability to evaluate Liability or because the Consultant evaluates Liability and determines that the Consultant is not liable to the claimant. The Consultant must respond within 30 days, to the tender of any claim for defense and indemnity by the Town, unless this time has been extended by the Town. If the Consultant fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authonzed by law, so much of the money due the Consultant under and by virtue of this A-qreement as shall reasonably be considered necessary by the Town, may be retained by the Town until disposition has been made of the claim or suit for damages, or until the Consultant accepts or rejects the tender of defense, whichever occurs first. With respect to third party claims ims against the Consultant, the Consultant waives any and all rights of any type to express or implied indemnity against the Indemnitees. Notwithstanding the forgoing, to the extent this Agreement is a "construction contract' as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of Town, Consultant shall indemnify, defend, and hold harmless Town for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of Town. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee -of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits. Page 7 of 14 Section 6. STATUS OF CONSULTANT, 6,11 independent Contractor, At all times during the term of this Agreement, Consultant shall M be an independent contractor and shall not be an employee of Town. Town shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 13, however, otherwise Town shall not have the night to control the means by which Consultant accomplishes services rendered pursuant to this Agreement, Notwithstanding any other Town, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any 'incident of employment by Town., including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of Town and entitlement to any contribution to be paid by Town for employer contributions and/or employee contributions for PERS benefits, 62 Consultant Not an Except as Town may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of Town in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind Town to any obligation whatsoever. Section 7,, LEGAL REQDIRE MENT SO 7,11 Governing Law, The laws of the State of California shall govern this Agreement. 7*2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 'Other Governmental Reguiations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which Town is bound by the terms of such fiscal assistance program', 7.4 licenses and Permits. Consultant represents and warrants to Town that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to Town that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions, In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from Town. 7.5 Nondisc r1mi nation and Equal ORPortunitv, Consultant shall 'not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant Page 8 of 14 in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8,11 Termination. Town may cancel this Agreement at any time and without cause upon written notification to Consultant, Consultant may cancel this Agreement upon 30 days' written notice to Town and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; Town, however, may condition payment of such compensation upon Consultant delivering to Town any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the Town in connection with this Agreement, 8.2 Extension. Town may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein, Consultant understands and n agrees that, if Town grants such an extension, Town shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, Town shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 83 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontractin . Town and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to Town for entering into this Agreement was and is the professional reputation and competence of Consultant, Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator, Page 9 of 14 8,5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between Town and Consultant shall survive the termination of this Agreement, 8.8 options upon Breach §y Consultad, If Consultant materially breaches any of the terms of this Agreement, Town's remedies shall include, but not be limited to, the following: 808,E Immediately terminate the Agreement; 8.8.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.8.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.8.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that Town would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS of RECORDS, 8.1 Records Created as Part of Consultant's Perforrnance. All reports, data, maps, models,charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the Town. Consultant hereby agrees to deliver those documents to the Town upon termination of the Agreement. Itis understood and agreed that the documents and other materials, 'including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the Town and are not necessarily suitable for any future or other use. Town and Consultant agree that, until final approval by Town, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, boobs of account, invoices, vouchers, canceled chucks, and other records or documents ev'dencing or relating to chanes for services or expenditures and disbursements charged to the Town under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 93 Inspection and Audit of„Records. Any records or documents that Section 9.2 of this Agreement rewires Consultant to maintain shall be made available for inspection, audit, andlor copying at any time during regular business hours, upon ural or written request of the Town. lender California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds 10,000.00, the Agreement shall be Page 10 of 14 subject to the examination and audit of the State Auditor, at the request of Town or as part of any audit of the Town, for a period of 3 years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS, 100 Attorneys' Fees, If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Santa Clara or in the United States District Court for the Northern District of California* 10.3 Severabilitv, If a court of competent Jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so a, adjudged shall remain in full force and effect. The 'invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. I&A No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement, 10.5 Successors and Assigns. The provisions of this Agreement shall 'inure to the benefit of and shall apply to and bind the successors and assigns of the parties, 10.6 Use of Recycled Products, Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest, Consultant may serve other clients, but none whose activities within the corporate limits of Town or whose business, regardless of location, would place Consultant in a "conflict of 'Interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any Town official in the work performed pursuant to this Agreement. No officer or employee of Town shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the Town. If Consultant was an employee, agent, appointee, or official of the Town in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code § Page 11 of 14 1090 of seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the Town for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Deborah Padovan ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices,, Any written notice to Consultant shall be sent to: Greg Larson 2107 North First Street San Jose, CA 95131 Any written notice to Town shall be sent to: Town of Los Altos Hills 26379 W. Fremont Road Los Altos Hills, CA 94022 10911 Professional Seal, Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of 10 construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example* Seal and Signature of Registered Professional with report/design responsibility, 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A represents the entire and integrated agreement between Town and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Exhibit A Scope of Services 10.13 CounterRarts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Page 12 of 14 [SIGNATURES ON FOLLOWING PAGE] Page 13 of 14 The Parties have executed this Agreement as of the Effective Date. TOWN OF LOS ALTOS HII 1.%Lft Carl Cahill, City Manager Attest: Deborah Padovan, City Clerk 41 Approved as to Form. ---------------- Leven T.ttas, Town Attorney 1070873.1 CONSULTANT . . . . . . . . . . . Gerald E. Newfarlmn sident and CEO Page 14 of 14 March 27, 2018 Mr. Carl Cahill City Manager Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Dear Mr. Cahill: Thank you for the opportunity to submit a revised proposal to provide expert financial management services to the Town of Los Altos Hills. Management Partners has the expertise and skills necessary to provide this assistance and we would be pleased to do so. About Management Partners As you may know, Management Partners was founded in 1994 with a specific mission to help local government leaders improve their service to the public. We are a national consulting firm with offices in San Jose and Costa Mesa, California, andClnclnnatl, Ohio. We have a well- established track record of helping public sector organizations throughout the United States, including all of the services provided by cities, counties, and special districts at the local level. During our more than 20 years of service, we have earned a national reputation by delivering quality, actionable work products to our clients. We bring extensive experience to this project, along with first-hand knowledge of local government operations. We are distinguished by the fact that each team we assign is led and staffed by associates who have actual experience in direct public service and experience working together as a team. The work we do is not an academic exercise; it is grounded in the real world of "customer service and accomplishment in the public sector. As a result, we have a bias for producing value-added work for .each client that will be actionable, and will be implemented. The firm is staffed with about 80 professionals who are experienced public service managers as well as qualified management consultants. This group includes generalists as well as subject - matter experts. Our consultants have years of experience working in all aspects of local government management and have built a track record of extraordinary quality service for our clients. 1730 MADISON ROAD • CINCINNATI, OH 45206 513 8615400 • FAx 513 8613480 MANAGEMENTPARTNERS.COM 2107 NORTH FIRST STREET, SUITE 47.0 • SAN JOSE, CALIFORNIA 95131 • 408 437 5400 FAx 408 453 6191 3152 RED HILL AVENUE, SUITE 210 • COSTA MESA, CALIFORNIA 92626.9 949 2221082 • FAx 408 453 6191 Mr. Carl Cahill Page 2 We have extensive experience helping improve both the efficiency and effectiveness of local government services. We have completed organizational staffing and improvement projects in virtually every type of local government service, including reviews of entire governments as well as selected studies of individual departments and functional activities. Management Partners' services include everything required to support a local government leader, elected or appointed. Our full range of services includes the following: >> Organizational Analysis and Performance Audits - Also called efficiency studies and organizational reviews, identifies improvements to an operation's efficiency and effectiveness. >> Performance Management - Encompasses a wide range of management tools that can be and often are developed independently of one another, including: performance management and measurement, process management, performance budgeting, employee performance evaluation and strategic and process benchmarking. >> Process Improvement - Examines the -processes by which customers are served,, an important technique for developing a program for operations improvement, including process mapping. >> Strategic and Business Planning -. Can be an important tool for focusing the efforts of an organization and fostering communication between leaders, staff and important stakeholder groups. >> Financial Planning, Budgeting and Analysis - Assists clients in analyzing their finances and planning for the effective and efficient use of taxpayer or customer dollars. >> Organizational Development and Training - Helps clients develop organizational capacity, a key to developing high performance organizations. Services include executive coaching, customer service training, employee and customer surveys and conflict management workshops. >> Sharing and Consolidation of Services - Offers a more efficient way to provide services, particularly on a regional basis. Options range from the complete integration of previously separate jurisdictions ,to sharing or consolidating the management of individually delivered services and operations. >> Executive Recruitment - Identifies top candidates for chief executive officer positions and department director level jobs in local. governments. We offer a balanceof. perspectives with a practitioner's bias and a proven track record of successful consulting engagements. This experience gives us a sensitivity that produces positive outcomes. Each of our projects is individually tailored to the unique needs of the client. We have a deep understanding of the service environment of local government and we are proud to say that as a result of our quality work, many of our clients ask us to complete subsequent. assignments. Mr. Carl Cahill Page 3 Understanding of the Engagement The Town of Los Altos Hills requires outside expert financial assistance, research and advice which includes the following scope of work: » Provide expert advice and assistance on budget development and review; » Assess financial and administrative staffing levels and work assignments; » Review and support the Finance and Investment Committee work plan; » Assist on recruitment and selection of vacant finance and administrative staff positions; » Update financial and administrative policies and procedures; » Provide executive coaching to finance and administrative staff; and » Provide other expert financial and administrative advice as requested. Matters pertaining to personnel, such as discipline, hiring, or evaluations, are not part of the scope or work, nor are execution of contracts or other written documents obligating the Town. All such items will be the responsibility of the City Manager or his designee. Onsite times will be established to meet the needs of the Town at Management Partners' discretion. Our consultants will determine the method and manner of carrying out the work, including when other experts from the firm are needed to assist with a project. Management Partners provides all insurance (including workers compensation, liability and professional errors and omissions), training and administrative support (including company equipment such as phones and computers) as necessary during the assignment. Our consultants will use their Management Partners business cards and identify themselves as consultants with our firm. It is important to the Town, our consultants and to our firm to be clear that we are doing this work for the Town as a firm and that our consultants work for Management Partners. Consultants We have a team of experts available for this engagement. Our consultants work for and at the direction of Management Partners. We will assign Jim Steele as our lead consultant on this engagement. His qualifications are shown below. Other Management Partners consultants are available out of our San Jose office and will be assigned on an as needed basis, within the budget specified by the contract, and with authorization by the Town. Our commitment is to provide high quality project assistance to the Town of Los Altos Hills. Jim Steele and all consultants report to Andrew Belknap, Regional Vice President of . Management. Partners. Additionally, our consultants are part of our overall team and are engaged on other assignments for the firm. Management Partners will provide periodic reports to the Town of Los Altos Hills summarizing the assistance our firm has provided. Mr. Carl Cahill Page 4 new facilities plan and a multi -faceted review of the viability of consolidating services with a neighboring jurisdiction. He also developed sewer and garbage rates in conjunction with long- term capital planning, participated in all aspects of selecting and implementing a new financial software package, developed and administered risk management programs, and participated in labor negotiations and costing. In his career of keeping budgets balanced, he developed long- term financial plans, made numerous financial presentations to bargaining groups, the public, city councils, and the business community, and also participated in five ballot tax measures. Others Available to Assist the Town of Los Altos Hills Among our many other consultants who will be available to provide assistance on assignments are the individuals listed below. Nancy Hetrick, Partner Hossein Golestan, Special Advisor (Finance) Fee Proposal and Term of Engagement Brittany Gabel, Senior Management Advisor Mandy Brown, Management Analyst We propose a not -to -exceed contract in the amount of $75,000, or an initial contract under your authority at $15,000 with a subsequent Council -approved amendment of $60,000. Management Partners will provide management consulting services at an hourly rate. During this engagement, the actual consultant hours will be paid by the Town of Los Altos Hills at a rate of $150 per hour for our lead consultant, Jim Steele. This hourly rate for Jim is a discounted rate in recognition of the anticipated duration of this project. Other consultants will be. provided at their regular hourly rates plus travel expenses, depending on the individual assigned to the project. The regular hourly rates of the other consultants listed above are detailed below. Conclusion We appreciate the opportunity to be of assistance to the Town of Los Altos Hills. Please feel free to contact either Greg Larson (408-761-1326) or me if you have any questions -about this proposal. Sincerely, Gerald E. Newf armer President and CEO Mr. Carl Cahill Page 5 Accepted for Town of Los Altos Hills by: Name: Title: Date: ""OSOLUTION 26-18 X%X-j RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF LOS ALTOS HILLS APPROVING AND AUTHORIZING EXECUTION OF AN AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND MANAGEMENT PARTNERS WHEREAS, the Town has a need for professional advice and guidance on matters pertaining to municipal finance and the City Council of the Town of Los Altos Hills has read and considered that certain Agreement ("Agreemenf') between the Town and Management Partners. NOW, THEREFORE, the City Council of the Town does RESOLVE as follows: q Public 'Interest and convenience require the Town of Los Altos Hills to enter into the Agreement described above. 2. The Town of Los Altos Hills hereby approves the Agreement and the City Manager is hereby authorized on behalf of the Town to execute the Agreement between the Town of Los Altos Hills and Management Partners in an amount not to exceed seventy-five thousand dollars ($75000,00) The above and foregoing Resolution was passed and adopted by the it Council of the Town of Los Altos Hills at a regular meeting held on the 19th day of April, 2018 by the following vote: AYES-. Radford, Spreen, Corrigan, Waldeck, Wu NOES-. None ABSTAIN: None ABSENT,. None B ohn Radford, Mayor ATTEST: Deborah Padovan, City Clerk Rcsolu t i on 26 -18 Page I