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HomeMy WebLinkAboutManagement Partners (4)4%".00NSULTING SERVICES AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND MANAGEMENT PARTNERS. jt. .................. . . . . . . . . . . . . . . . . ............. . . . . . . F7U, 44 . . . . . . ........ . . . . . . . . . awiuwix��� Ilk .. . ..... . ..... ........... ...... .. ....... ............ ..... . .............. M'd ................... ..... ............... ..................... .............................. ................ I ...... .... . ....... .. . ....... I ................... ................. ........................................................... . ........ Consulting Services Agreement between MARCH 13,2017 Town of Los Altos is MANAGEMENT PARTNERS Page I of 14 4 pursuant to this Agrcement. Consultant shall submit all 'Invoices to Town in the manner s 'fled here*n. Except as speccally authorized by Town in writing, Consultant shall not bill peci I Town for duplicate services performed by more than one person, 201 Invoices. Consultant shall subrm't invoices, not more often than once a mont during the term of this Agreement, based on completion of milestones based o Exhibit B. SIT 23 Final Payment. Town shall make the last monthly payment within 60 days after completion of the services ana su I Dmittal to Town of a final 'Invoice, 'if all services 0 required have been satisfactorily performed. A 2.4 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 Consi ultant in rendering servces pursuant to this Agreement. Town shall make no payment for any extra, further, or additional service pursuant to this Agreement. 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. . . . .... ....... ........................ I . ...... .. ... I--- ........... .. . ....... ...... .. ... ... ....... ............................................. ......... . . .. .. . ... .............. - - .......... .................. ............................ .......... ................. ............................ -,-, .................... . . . . ...... Consulting Services Agreement between MARCH 1 -3,2017 Town of Los Altos Hills and MANAGEMENT PARTNERS 11age 2 of 14 Consultant shall maintw'n 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 Agreemen*1 0 until receipt of authorization from the Contract Administrator. .............. .. ............ ..... ....... ...................... . ................... Consulting Services Agreement between MARCH 13,2017 Town of Los Altos Hills and MANAGEMENT PARTNERS Page 3 of 14 4.2 uommercial General and Automobile Liablefifty Insurance. 4.2.3 Additional Le " ,guirements. 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. C. For any claims related to thi's Agreement or the work hereunder, the Consultant's insurance covercd shall be primary insurance as respects the Town, its officers, officials, employees, and ... .............. .. .............. I I-- .......... . . . . .............. - I - .................... I . ................ - .... . .................. �._­ ........ ............................ ....... ... ........ ... Consulting Services Agreement between MARCH 13, 2017 Town of Los Altos Hills and MANAGEMENT PARTNERS Page 4 of 14 volunteers. Any insurance or self*,insurance maintained by the Town, its officers, officials, employees, or volunteers shall b4 excess of the Consultant's insurance and shall not contribute with it. a 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' pfior wn'tten notice has been provided to the Town,, 4.3 Professional Liability Insurance, a 1b V 0 4.3.2 ClaiOnis-maue nmitations. The following provisions shall apply 'if the professional liability coverage 'is written on a claims -made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement, b. Insurance must be maintained and evidence of 'insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. V L A copy of the claim reporting requirements must be submitted to the Town for review pflor to the commencement of any work under this Agreement. 4.4 All Policies Reguirements. a 4.4.1 Accei)tabifitj of insurers. All insurance required by this section is to be placed with insurers with a Bestsrating of no less than ANU. 4.4.2 Veri rication of cove Prior to beginning any work under this Agreement, Consultant shall fumish Town with complete copies of all policies delivered to Consultant by the 'insurer, including complete copies .................. . ..... ...... . .... ... Consulting Services Agreement between MARCH 13, 2017 Town of Los Altos Hills and MANAGEMENT PARTNERS Page 5 of 14 A A WaSto a a ob 0 0" 40ve'v Z ing Policies. No policy requirell by thi's 4 shall 'include a wasting" policy limit (Le. limit. thatis eroded by the cost of defense). ... ......... ........... . ....... VII II The Workers' Compensation policy shall be endorsed with a waiver of subrogationin favor of the entity for all work performed by the consultant, 0 its employees, agents, and subcontractorsd Subcontractors. Consultant shall incl ude,all subcontractors as insu'reds under its policies or all fumish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein® 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 ............... -.- ....... ... - ........... 11 11 . .................. ........ .............. . ................ Consulting Services Agreement between MARCH 13,201 Town of Los Altos Hills and MANAGEMENT PARTNERS Page 6 of I. 4 41 15 any payment, until Consultant demonstrates compliance with the reIuirements hereof-, and/or is Terminate this Agreement. Z'111'3 ...... .................. .. - .................. .......... ......... ............ ........... - .. .............. ............... With respect to third party 'claims agm'nst the Consultant, the Consultant waives any and rights of any type to express or 'Implied indemnity against the Indemnitees. ... ...... . . . . . ..... ...... ... . .. ... .................... .................... ............. ............... ............ .......... % .................. ............ . ..... . . . ............. --!=..., .............. ....... ... ...... . ...................... ............... .............. Consulting Services Agreement betwee, , MARCH 13,2017 Town of Los Altos Hills and MANAGEMENT PARTNERS Page 7 of 14 ...................... ................................... ................. Section 7. LEGAL RE IREMIENTS, 7.1 GoverMffig_ Law. The laws of the State of Calffornia all govern this Agreement. ® Co 'Hance With Agpll'cable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental t' ns. To the extent that this Agreement may be funded by fiscal assistance from another govemmental entity, Consultant and any subcontractors shall comply with all appficable rules and regulations to which Town 'is bound by the terms of such fiscal assist ance prograrnO ............... .................... .................................. Consulting:, ervices Agreement betw'een MARCH 13", 2017 Town of Los Altos Hills and MANAGEMENT PARTNERS Page 8 of 14 Consultant shall 'include the provisions of this Subsection 'in any subcontract III approved by the Contract Administrator or this Agreement. 2i 1,4 ..... ... .. .. ... .. ...... ..... ... ... 1.1 Termination. Town may canciel this Agrecment at any time and without cause "Itten not"ficatoon to Consultant. upon wri I I Consultant may cancel this Agreement upon 30 days' written notice to Town and shall 'Include 'in such notice the reasons for cancellation, 8.3 Amendments. The parties may amend this Agreement only by a writing signet by all the parties, 8.4 Assignment and Subcontracting, Town and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and 'is based upon a deterrm*nation of Consultant's unique personal competence, Consulting Services Agreement between MARCH 13,2017 Town of Los Altos Hills and MANAGEMENT PARTNERS 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 W% a6i rea d"t onsultant. If Consultant materially breaches any of the terms of ts Agreement, Town's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminatethe Agreement,9, 8. 6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described 'in Exhibit A not finished by Consultant,- or I 10 !!1 . .. ..... .. .......... ............. ... . ..................... ........ . ....... ................ - ... ......... Consulting Services Agreement between MARCH 13, 201 Town of Los Altos Hills and MANAGEMENT PARTNERS Page 10 of 1 :011111 i .......... 5 . ... ..... .... . ...... ............. .............. .................. . . . . . . . . . . Consulting Services Agreement between MARCH 13, 2017 Town of Los Altos Hills and MANAGEMENT PARTNERS Page 11 of 14 ... . ...... 14. Si. H Mal- .0i. aim;= 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. 10.10 Notices. Any written notice to Consultant shall be sent to: Any written notice to Town shall be sent to: TOWN OF LOS ALTOS HELLS ATTENTION: CITY CLERK'S OFFICE 26379 W. FREMONT ROAD LOS ALTOS HELLS, CA 94022 ........... W'.', I .. ............... 1.1- ..... ............... .......... .. .......... Consulting Services Agreement between MARCH 13,2017 - Town of Los Altos Hills and MANAGEMENT PARTNERS Page 12 of 14 Seal and Signature of Registered Professional with report/design responsibility. • .......... ................................. .................. Exhibit A Scope of Services Exhibit B Payment Schedule 10.13 CounterRarts. This Agreement may W ..': .... i. e ::. :. agment. p!: ffi LA ........................................................... ........................ ............ Consulting Services Agreement between MARCH 13,2017 Town of Los Altos Hills and MANAGEMENT PARTNERS Page 13 of 14 Attest: Deborah Padovan, City Clerk Approved as to Formt- . . . . ...... ........... . .... . . .................. ------------------------------------------- ---------- ------ §%ve" n T. M a ty Attorney Consulting Services Agreement between AA CH 13, 2017 Town of Los Altos Hills and MANAGEMENT PARTNERS Page 14 of 14 RESOLUTION 11-17 A RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF LOS ALTOS HILLS AUTHORIZING THE MAYOR TO EXECUTE A CONSULTING CONTRACT WITH MANAGEMENT PARTNERS FOR AN AMOUNT NOT TO EXCEED $43,900 WHEREAS, the City Council of the Town of Los Altos Hills approved the solicitation of bid proposals for an organizational assessment; and WHEREAS, the Request for Proposal was emailed to four consulting companies and posted on the California Society of Municipal Finance Officer website; and WHEREAS, the Town received five proposals from respectable companies; and WHEREAS, the subcommittee and selected advisory committee members reviewed and assessed the proposals on March 6, 2017; and WHEREAS, the subcommittee selected the top two candidates for a reference check and interview; and WHEREAS, Matrix Consulting Group and Management Partners provided a 10 -minute presentation to the City Council and answered questions; and NOW, THEREFORE, BE IT RESOLVED, by the City Council of the Town of Los Altos Hills that the Mayor is hereby authorized on behalf of the Town to enter into a consulting contract with Management Partners in an amount not to exceed $43,900. AND FURTHER BE IT RESOLVED that the 2016-17 Budget is amended by increasing the City Council budget by $43,900. The above and foregoing Resolution was passed and adopted by the City Council of the Town of Los Altos Hills at a special meeting held on 8th day of March, 2017 by the following vote: AYES: Waldeck, Radford, Corrigan, Spreen, NOES: None ABSTAIN: None ABSENT: None BY:V0.0, Gary Waldeck, Mayor ATTEST: Deborah Pado'van, City Clerk d1h ... ............................... ... . . ... . .. . .. ......................................... . — -..d.—.d . . . . .................. . . ..... ..................... . .............. ............. ....... .. . ... Consulting Services Agreement between MARCH 13,2017 Town of Los Altos Hills and MANAGEMENT PARTNERS --Exhibit B Page 1 of 3 ew !L11,?,, 26 p �W.Wn\O�W11\1\nU4W\\11W\p\nWOlnllClUWWWi\llR\1•.q\S\O\lNiSn\nnOn4lWRllllnlRll\\1S1W101WQ�14YllU`111111141811\RGn \WWA:.Al'v N\1011nnnRlRl\1n1V11441n11Anl�l�\1WRWW0\lWiSpCl\T\IW VU\WPQRn�WI,Wn11�14\AY\Alll\n1WW11W'�\WRnAl1WW1\lRR\111A11\ll1QWWnullliWVW¢�\\�Ybl\WUORV R1iN n� �1111� 0.YS..ti ,11n4n1�4nnmWNWlnnMnn tm7 An assessment of the Town's organizational volunteer standing committees. How does the Town's structure and use of standing committees compare with similar entities? At the conclusion of the assessment, '.;:consultant shallprovide a summary of findi effectively summarizes and communicates the information reviewed and will: Identify best practices and performance measures that should be adopted. requiredProvide recommendations for streamlining procedures and processes for current ant Provide training recommendations improve Identify staffing requirements, u nt and future® final report,with an executive summary shall be issued to the City Council and the City Manager. The document shall 'Include the summary of findings and recommendations as identified in t a f Services. Any other documentation y t consultant shall be r' d d t own in electronic f , I 1k The Town wishes to use the result of this assessment on tne upcoming 2017-18 Budget. belowjma ' .: deadl ines for this pr 'ect. 01 : 03/10/17Award a �: :w> y : i!! Deadline for submission of draft final re,111,14,11, 11,11z'l TbWff '. - r +� i1 06/30/17 Termination of • The Town wishes to use the result of this assessment on the upcoming :: Budget. As suc below are ma 0 or deadlines AgreementConsulting Services between M 1' of and MANAGEMENT PARTNERS --Exhibit B Page 3 of 3 27899900 ......... . . . ... .... a ... .......... . .................. . . .................. —.— .................... . % ........... ............ ............ Consulting Services Agreement between MARCH 131,201 �i 10 .0 Town of Los Altos Hills and MANAGEMENT PARTNERS—Exhibit B Page 1 of