HomeMy WebLinkAboutMunicipal Resource GroupAGREEMENT
THIS AGREEMENT is made and entered into on the 18th day of May, 2012 by and
between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and
Municipal Resource Group, LLC; 675 Hartz Avenue, Suite 300; Danville, CA 94526
(hereinafter referred to as "CONTRACTOR"). In consideration of their mutual
covenants, the parties hereto agree as follows:
1. CONTRACTOR. Shall provide or furnish the following specified services and/or
materials:
Provide Projecty Management Services and Technical
Assistance in the Area of Municipal Finance to the City
Manager
2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a
part of this Agreement:
Proposal from CONTRACTOR dated April 25, 2012
3. TERMS. The services and/or materials furnished under this Agreement shall
commence May 17, 2012 and shall be completed by October 30, 2012, unless
terminated pursuant to Section 5(f).
4. COMPENSATION. For the full performance of this Agreement:
a. TOWN shall pay CONTRACTOR an amount not to exceed seventy-five thousand
dollars and zero cents ($75,000.00) within thirty (30) days following receipt of
invoice and completion/delivery of services/goods as detailed in Sections 1, 2,
and 3 of this Agreement and only upon satisfactory delivery/completion of
goods/services in a manner consistent with professional/industry standards for
the area in which CONTRACTOR operates. TOWN is not responsible for paying
for any work done by CONTRACTOR or any subcontractor above and beyond
the not to exceed amount.
b. Town shall not reimburse for any of CONTRACTOR's costs or expenses to
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deliver any services/goods. Town shall not be responsible for any interest or late
charges on any payments from Town to CONTRACTOR.
c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/
subcontractors to ensure delivery of goods/services within the terms of this
Agreement. TOWN will not accept or compensate CONTRACTOR for
incomplete goods/services.
Town of Los Altos Hills Page 1 of 4
Short form
Updated 4/23/10
5. GENERAL TERMS AND CONDITIONS.
a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold
harmless the TOWN, its officers, agents and employees from any and all
demands, claims or liability of personal injury (including death) and property
damage of any nature, caused by or arising out of the performance of
CONTRACTOR under this Agreement. With regard to CONTRACTOR'S work
product, CONTRACTOR agrees to indemnify, defend and hold harmless the
TOWN, its officers, agents and employees from any and all demands, claims or
liability of any nature to the extent caused by the negligent performance of
CONTRACTOR under this Agreement.
b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance
before commencing any services under this Agreement as follows:
i. WORKERS COMPENSATION INSURANCE: Minimum statutory
limits.
ii. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE
INSURANCE: General Liability and Property Damage Combined.
$1,000,000-00 per occurrence including comprehensive form,
personal injury, broad form personal damage, contractual and
premises/operation, all on an occurrence basis. If an aggregate limit
exists, it shall apply separately or be no less than two (2) times the
occurrence limit.
iii. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence.
iv. ERRORS AND OMISSIONS INSURANCE: $1,000,000.00 aggregate.
v. NOTICE OF CANCELLATION: The City requires 30 days written
notice of cancellation. Additionally, the notice statement on the
certificate should to" include the wording "endeavor toor "but failure
to mail such notice shall impose no obligation or liability of any kind
upon the company, its agents or representatives."
vi. CERTIFICATE OF INSURANCE: Prior to commencement of services,
evidence of insurance coverage must be shown by a properly
executed certificate of insurance and it shall name "The Town of Los
Altos Hills, its elective and appointed officers, employees, and
volunteers" as additional insureds.
vii. To prevent delay and ensure compliance with this Agreement, the
insurance certificates and endorsements must be submitted to:
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
Town of Los Altos Hills Page 2 of 4
Short form
Updated 4/23/10
c. NON-DISCRIMINATION. No discrimination shall be made in the employment of
persons under this Agreement because of the race, color, national origin, age,
ancestry, religion or sex of such person.
d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement
is not a contract of employment and does not create an employer-employee
relationship between the TOWN and CONTRACTOR. At all times
CONTRACTOR shall be an independent contractor and CONTRACTOR is not
authorized to bind the TOWN to any contracts or other obligations without the
express written consent of the TOWN. In executing this Agreement,
CONTRACTOR certifies that no one who has or will have any financial interest
under this Agreement is an officer or employee of TOWN.
e. CHANGES. This Agreement shall not be assigned or transferred without
advance written consent of the TOWN. No changes or variations of any kind are
authorized without the written consent of the City Manager. This Agreement may
only be amended by a written instrument signed by both parties.
f. TERMINATION. This Agreement may be terminated by TOWN upon seven (7)
days written notice to CONTRACTOR. Monies owed for work satisfactorily
completed shall be paid to CONTRACTOR within 14 days of termination.
g. RECORDS. All reports, data, maps, models, charts, studies, surveys,
calculations, photographs, memoranda, plans, studies, specifications, records,
files, or any other documents or materials, in electronic or any other form, that
are prepared or obtained pursuant to this Agreement and that relate to the
matters covered hereunder shall be the property of the TOWN. CONTRACTOR
hereby agrees to deliver those documents to the TOWN at any time upon
demand of the TOWN. It is understood and agreed that the documents and
other materials, including but not limited to those described above, prepared
pursuant to this Agreement are prepared specifically for the TOWN and are not
necessarily suitable for any future or other use. Failure by CONTRACTOR to
deliver these documents to the TOWN within a reasonable time period or as
specified by the TOWN shall be a material breach of this Agreement. TOWN and
CONTRACTOR agree that until final approval by TOWN, all data, plans,
specifications, reports and other documents are preliminary drafts not kept by the
TOWN in the ordinary course of business and will not be disclosed to third
parties without prior written consent of both parties. All work products submitted
to the TOWN pursuant to this Agreement shall be deemed a "work for hire."
Upon submission of any work for hire pursuant to this Agreement, and
acceptance by the TOWN as complete, non-exclusive title to copyright of said
work for hire shall transfer to the TOWN. The compensation recited in Section 4
shall be deemed to be sufficient consideration for said transfer of copyright.
CONTRACTOR retains the right to use any project records, documents and
materials for marketing of their professional services.
Town of Los Altos Hills Page 3 of 4
Short form
Updated 4/23/10
h. ENTIRE AGREEMENT. This Agreement represents the entire agreement
between the Parties. Any ambiguities or disputed terms between this Agreement
and any attached Exhibits shall be interpreted according to the language in this
Agreement and not the Exhibits.
6. INVOICING. Send all invoices to the contract coordinator at the address below.
This Agreement shall become effective upon its approval and execution by TOWN. In
witness whereof, the parties have executed this Agreement the day and year first
written above.
CONTRACT COORDINATOR and
representative for TOWN: CONTRACTOR:
Carl Cahill
City Manager
Town of Los Altos Hills By: �-�`"e ��"' c�' � 'Z4�Z
26379 Fremont Road Signature Date
Los Altos Hills, CA 94022 * ^ t
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Print name, Title
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.Soft
TOWN OF LOS ALTOS HILLS:
By: � IZ
Carl Cahill, City Manager Date
Town of Los Altos Hills Page 4 of 4
Short form
Updated 4/23/10
Proposal for Financial Services and Project Management for the
City of Los Altos Hills
April 25, 2012
Municipal Resource Group, LLC
675 Hartz Avenue, Suite 300, Danville, CA 94526
925.314.3889
PROPOSAL FOR PROFESSIONAL SERVICES FOR CITY OF LOS ALTOS HILLS FOR
FINANCIAL SERVICES AND PROJECT MANAGEMENT
I. INTRODUCTION
The city of Los Altos Hills requested Municipal Resource Group (MRG) to prepare
and submit a Proposal to provide financial services and project management
assistance on an as needed basis to the City's Finance Department and City Manager.
These services will require provision of qualified and experienced financial and
management profession Als who have public sector finance, accounting and budget
preparation expertise.
,
II, PROJECT OBJECTIVES
The objectives of the project include the following, subject to refinements and
confirmation by the City.
1. work with the Finance Department staff to develop, prepare and present the
City's Annual Budget.
. Assist the Finance Departmeht staff with preparations for and conduct of the
City's fiscal year accounting tdose.
3. Assist in preparation for the `City's annual audit process and development of
-the annual CAFR.
. Work directly with the City Manager in budget policy and implementation
activities, including City Finance Advisory Committee meetings and City
Council meetings as required.
S. review the City's:Finance Department's policies, procedures and practices
and develop a series of recommendations for those services' improvement
and standardization as necessary.
. Evaluate the City's financialpractices conformance with. applicable
Government Accounting Board Standards (GAS B) and make
recommendations as needed to insure conformance.
,
7. working directly with the City Manager and Finance Staff, design, prepare for
and implement a roadway impact fee refund program.
8. Provide mentoring, training and assistance as appropriate for the members
of the City's Finance Department staff.
9.. Provide otherro ject related assistance, reports and activities as required.
P p
City of Los Altos Hills Financial Assistance and Project Completion Proposal 2
III. SCOPE OF SERVICES, WORK PLAN AND PROJECT DELIEVERABLES
TASK 1: PROJECT DEVELOPMENT MEETING
A meeting with the City Manager and/or his designee will be held to refine and
confirm the objectives of the project, the project deliverables, the timing of the tasks
of the project, and to set-up subsequent meetings. Relevant background material
will be covered including specific concerns/questions to be addressed, key project
and activity elements, and other relevant parameters of the project. The City will be
requested to provide selected documents including budgets, CAFRs, capital
improvement program, Finance Department organizational structure and financial
policies and procedures.
TASK 2: MRG MEETING WITH THE FINANCE DIRECTOR AND CITY MANAGER
The initial meeting with the MRG, the Finance Director and City Manager will have
the following objectives - (1) to insure MRG understands the goals and objectives of
the project; (2) to obtain specific details regarding the current activities the Finance
Department is delivering; (3) to discuss and review the timelines for the various
activities and projects described s above; (4) to develop an understanding of the
priorities of the various projects and activities and, (5) to develop specific
information on the required final report format. A summary report will be
prepared.,
TAS DEVELOPMENT OF PROJECT AND ASSIGNMENT INVENTORY, TIMELINES
AND ESTIMATED TIME REQUIREMENTS
MRG will work with City staff to develop a Project and Assignment Inventory and a
proposed: timeline for completi®n of the specific assigned projects and activities. The
City Manager will approve the Project and Assig'nment Inventory.
TASK 4: CONDUCT THE ASSIGNED PROJECTS AND ACTIVITIES
It is expected that the assigned projects and activities will cover a timeframe of
between three and six months and possibly extend into a future implementation
phase. The City will establish priorities for the assignments and MRG will regularly
report on progress on the assignments and their estimated completion dates. The
City, at its discretion may modify, expand or delete activities and projects it
determines appropriate to change.
TASKS: SUMMARY DOCUMENTATION AND RECOMMENDATIONS
i
I
MRG will prepare a summary of the activities and projects worked on and
completed during the: engagement.with recommendations for enhancement of
financial practices, id 6ntification of any best practices or GASB related areas for
improvement and an assessment of the Department for the City Manager and
Finance staff.
City of Los Altos Hills Financial Assistance and Project Completion Proposal
3
IV, PROJECT PERSONNEL
a rf Irae
The project personnel assigned to this engagement will depend on the specific tasks,
assignments and timing of the projects required. The following are available and
may be assigned on an as needed basis including Mike Oliver, Robert Stout and
William Zenoni.
Mike Oliver - President, Municipal' Resource Group
Mike Oliver has thirty years of public agency management and private sector
experience. He has served as the City Manager of the Cities of Oakley, Citrus Heights
and San Leandro, with over 20 years! 'of public management experience. He was also
the Governmental Relations 'and Entitlements Director for Pacific Union Homes,
working with local governments in development and entitlement processing
activities. Mike and his partners fod nded Municipal Resource Group in 2008. Mr.
Oliver has provided substantial consulting services for local governments and is
currently engaged with the Cities of Hollister, 'Lathrop and the Alameda County Fain
Bill Zenoni - Consult' nt
a Mun* icipa'[Resource Group
Bill Zenoni has over 25 years of local government finance experience if a variety of
Cities, special districts and water agencies. He has served in finance director in
Alameda, assistant finance directo,,,r in Vallejo and San Leandro, Controller and
Deputy City Administrator/Budget 'Director for the City of Oakland and Finance
Director for Contra Costa Water District. He has implemented new financial systems
in Alameda County Water District and the City of Napa, conducted master fee
schedule updates, developed a' flve year financial plan for the City of Napa and
developed and implemented budget,, reduction measures for the City of Napa. Bill is
completing a term as interim financip, director for the City of Napa.
Rob Stout - Consultant, Municipal Resource Group
Rob Stout managed the financial aspects of City of Vallejo's bankruptcy process and
was primarily responsible for the preparation of the five-year plan that was the
basis. for.the City's exit from bankruptcy and future fiscal sustainability. In his thirty
years of governmental experience, Mr. Stout ha's been the Chief Financial Officer for
the cities of Modesto, California,, Stamford and Ridgefield (Connecticut) and 'Sparks
(Nevada):- and Westchester County, New York. Mr. Stout was one of the original staff
amen ibe'rsfor the Governmental Accounting Standards Board. He has been a
presenter I at many financial ;conferences, including the American Institute of
Certified Public Accountants,, Government Finance Officers Association, American.
Association of Accountants, California Society of Municipal Finance Officers, and the
Bond Bu'6rs Conference.'He holds a Bachelor of Science degree in accounting (cum
y
laude').
City of Los Altos Hills Financial Assistance and Project Completion Proposal
4
V. PROJECT TIMING
The Project is anticipated to take three to six months to complete following issuance
of a notice to proceed.
Plinnfff- 7 am
R *D=Cn
ORTM CERTIFICATE O LIABILITY INSURANCE
(MM/DD/YY)
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
6;20
PRODUCER
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Dealey, Renton & Associates
P. 0. Box 12675
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Oakland, CA 94604-2675
LIMITS
510 465-3090
INSURERS AFFORDING COVERAGE
INSURED
INSURERA: Sentinel Insurance Co. LTD
Municipal Resource Group, LLC (MRG)
675 Hartz Avenue, Suite 300
Danville, CA 94526
INSURER B: Axis Reinsurance Company
INSURER C:
INSURER D:
INSURER E:
CnVFRA(.FS
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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVE
DATE MM/DD/YY
POLICY EXPIRATION
DATE MM/DD/YY
LIMITS
A
GENERAL LIABILITY
57SBAUZ2244
02/02/12
02/02/13
EACH OCCURRENCE $23000,000
FIRE DAMAGE (Any one fire) $1,000,000
X COMMERCIAL GENERAL LIABILITY
CLAIMS MADE ® OCCUR
MED EXP (Any one person) $10,000
PERSONAL & ADV INJURY $2,000,000
GENERAL AGGREGATE $41000,000
GEN'L AGGREGATE LIM ITAPPLIES PER:
PRODUCTS -COMP/OP AGG s4,000,000
POLICY PRO- LOC
JECT
A
AUTOMOBILE
LIABILITY
ANY AUTO
57SBAUZ2244
02/02/12
02/02/13
COMBINED SINGLE LIMIT
(Ea accident) $2,000,000
BODILY INJURY $
(Per person)
ALL OWNED AUTOS
SCHEDULED AUTOS
BODILY INJURY $
(Per accident)
X
X
HIRED AUTOS
NON -OWNED AUTOS
PROPERTY DAMAGE $
(Per accident)
GARAGE LIABILITY
AUTO ONLY - EA ACCIDENT $
OTHER THAN EA ACC $
ANY AUTO
AUTO ONLY: AGG $
EXCESS LIABILITY
EACH OCCURRENCE $
OCCUR FICLAIMS MADE
AGGREGATE $
$
DEDUCTIBLE
$
RETENTION $
WORKERS COMPENSATION AND
ITORY WC STATU TH-
IMIT OER
EMPLOYERS' LIABILITY
E.L. EACH ACCIDENT $
E.L. DISEASE - EA EMPLOYEE $
E.L. DISEASE -POLICY LIMIT $
BOTHER
professional
MCN000156961201
02/05/12
02/05/13
$1,000,000 Each
Liability
Wrongful Act
$2,000,000 Total Limit
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
Project: City of Los Altos Hills
The certificate holder is named as an additional insured as respects
general liability for claims arising from the operations of the named
insured.
CERTIFICATE HOLDER I I ADDITIONAL INSURED; INSURER LETTER: CANCELLATION 'IU Uays for Non-Pavment
Town of Los Altos Hills
Attn: Richard Lee
Finance Manager
26379 Fremont Road
Los Altos, CA 94022
SHOULD ANYOF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN
NOTICETOTHE CERTIFICATE HOLDERNAMEDTOTHE LEFT, BUTFAILURE TODOSOSHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR
REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
ACORD 25-S (7/97)1 of 1 #S316214/M316205 EGM 0 ACORD CORPORATION 1988