Loading...
HomeMy WebLinkAboutMRGAGREEMENT THIS AGREEMENT is made and entered into on the -'X� day of February 2022 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Municipal Resource Group, LLC (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: - CONTRACTOR. Shall provide or furnish the following specified services and/or materials: See Exhibit A 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated January 11, 2022 3. TERMS., The services and/or materials furnished under this Agreement shall commence February 15, 2022 and shall be completed by June 30, 2022, 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 twenty thousand dollars and no cents ($20,000.00) 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 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 4/23110 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: WORKERS COMPENSATION INSURANCE: Minimum statutory limits, 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 not include the wording "endeavor to" or "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 4123110 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 4123/10 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: Deborah Padovan City Clerk Town of Los Altos Hills By: 0111-" 12-0 T Z- 26379 Fremont Road Signature Date Los Altos Hills, CA 94022 �tAxz---L CEO/Managing Partner Print name, Title TO WN LT;HILLS: By: 22 l8 Peter Piirneja 1City Manager Date Town of Los Altos Hills Page 4 of 4 Short form Updated 4/23/10 January 11, 2022 Dr. Peter Pirnejad City Manager Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 RE: Standing Committee Process Improvement Dear Dr. Pirnejad: Thank you for requesting a proposal from Municipal Resource Group LLC (MRG) to assist the Town of Los Altos Hills with a review of the Standing Community Committee practices with a goal of establishing standardized meeting protocols, committee member related appointment processes and committee member adherence to applicable regulatory and statutory requirements. MRG Consultant Nadine Levin will work with the Town to meet the project objectives. Nadine's biography is included for reference. MRG has built our practice around assisting our clients in identify core issues impacting performance and organizational health and developing effective strategies for removing these barriers. We consider these engagements an opportunity to work with staff and other Town stakeholders to help them grow and develop, to ensure they fully understand the recommendations and rationale for change, as well as provide staff with practical tools to continue building efficient work practices. We are "no surprises" consultants, and we work with leadership to define a path for redesign and to achieve desired realistic outcomes. Please review the attached scope of work and associated costs. We look forward to working with you! Sincerely, f Mary Egan CEO/Managing Partner MRG LLC 916-261-7547 egan@solutions-mrg.com P. 0. Box 561, Wilton, CA 95693 916-261-7547 www.Solutions-MRG.com Los Altos Hills Standing Community Committee Review and Process Improvement Scope of work The Town of Los Altos Hills has requested project services to work with City leadership in defining ways to standardize the Standing Community Committee protocols. This project is anticipated to be conducted remotely. Tasks are identified below to define the goals of the project: 1. Standardize the committee work (agenda, meeting requirements, structure, authority, process for annual priority setting and role of staff) for each committee. 2. Develop a handbook with rules, clarity on how to be a member, expectations of each member, how to stay on track, follow the agenda, and how best to maximize committee time. 3. Be respectful and consistent about reasonable staff time and requests. Not to get mired in PRA requests, self -research or asking staff to do research that is not consistent with the priorities set for the Committee or the role of staff in working with the committee. 4. Provide clarity on the purpose of the committee and the priorities. 5. Involve and encourage the committee to follow protocols, be consistent, and create a collaborative win-win new paradigm. 6. Work with appropriate Town staff to determine how best to operationalize the committee protocols. 7. Provide one virtual training session in which all committee members are requested to attend for the purpose of explaining the expectations, process, procedures and new developed member handbook. 8. Scope changes may be identified and subsequently added or subtracted without proposal revisions upon mutual agreement between the Town and MRG within the confines of the executed agreement amount. Project Fees The estimated amount for this project will not exceed $20,000 which will be invoiced at $225 per hour for the scope of services outlined above (approximately 80-85 hours) plus related expenses. Expenses include, but are not limited to, printing and other document production. Additional work not contemplated in this proposal will be billed at $225 per hour and will begin only after agreed upon between the Town and MRG. MRG prefers invoices to be paid electronically. Please contact Chele Matsumoto for ACH information and to provide your agency form. Chele can be reached at cmatsumoto@solutions- mrg.com. P. 0. Box 561, Wilton, CA 95693 916-261-7547 www.Solutions-MRG.com Nadine Levin — Local Government Management MUNICIPAL RESOURCE GROUP, LLC Telephone: (650) 343-2529 nlevin@solutions-mrg.com Nadine Levin is an affiliated consultant in MRG's local government management practice area. Nadine provides clients with strategic advice and analysis on organizational issues and she is able to provide practical recommendations and solutions to challenges facing government today. Additionally, Nadine's consulting and professional work experience has honed her facilitation and implementation expertise that assists clients in articulating and achieving their goals. Nadine was responsible for providing local government management consulting services in the San Francisco Bay Area for one of the largest international accounting/management consulting firms. During her tenure with the firm she was provided opportunities to work with many cities and counties and the States of California and Nevada in providing analysis, assessments, and recommendations to address critical issues. She was also instrumental in the design and development of new tools to assist her clients in doing capital improvement planning and related financial matters. Her experience with that firm was preceded by over ten years of direct local government management experience in three agencies. Nadine decided after several years of successful consulting to return to the area of direct government service and became the Assistant City Manager of Mountain View and shortly thereafter became the Acting City Manager for six months. Her work in Mountain View was focused both on internal organizational matters and external aspects occurring in the City from a physical, economic development and community basis. Nadine retired from the City of Mountain View in June of 2010 and since then has served as an Interim City Manager and as a consultant to local government agencies and a public agency collaborative. She is a member of several nonprofit boards in her community and is an adjunct instructor in public administration at the business school at the University of San Francisco. As a member of ICMA she has earned the Credentialed Manager designation. In addition to her practical experience, Nadine is a graduate of Eastern Michigan University with a degree in Political Science and of Wayne State University with a Masters in Public Administration. Additionally, she has participated in certificate programs at MIT Sloan School of Management and the University of California, Berkeley. She also holds a certificate in mediation and has completed training in group facilitation. Main Office P. O. Box 561 Wilton, CA 95693 (866)774-3222 Sacramento Area Bay Area Visit us at: www.Solutions-MRG.com Los Angeles Area 4:r If paying by check, please remit to the address below: Municipal Resource Group, LLC PO Box 561 Wilton, CA 95693 At all times during this project engagement, MRG will be an independent contractor. Both agencies confirm the specialized services are distinct from tasks customarily performed by the Agency. The services of Consultant specifically do not include hiring, firing, or supervising of any Agency personnel. Also, Consultant shall not have contracting or signing authority or act in the position of a Director or represent a management position at commission, Board or Council meetings. www,Solutions-MRG. com P. 0. Box 561, Wilton, CA 95693 916-261-7547 www.Solutions-MRG.com