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HomeMy WebLinkAboutManagement Partners (12)AGREEMENT THIS AGREEMENT is made and entered into on the 2 day of September, 2022 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Management Partners (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: Conduct performance evaluation of the City Manager, Peter Pirnejad, with the City Council 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated August 31, 2022 3. TERMS.. The services and/or materials furnished under this Agreement shall commence 09/02/22 and shall be completed by 12/31/22, 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 seven thousand five hundred dollars and zero cents ($7,500), 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 3 Short form Updated 4/26/22 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. 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. c. 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. d. 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. e. 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. f. 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 Town of Los Altos Hills Page 2 of 3 Short form Updated 4/26/22 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. g. CONTRACT ADMINISTRATION. The TOWN hereby designates the Admin Services Director and the City Manager as Contract Administrator for this agreement. The CONTRACTOR shall only take direction regarding the services provided under this Agreement from the Contract Administrator. Furthermore, CONTRACTOR agrees that the Contract Administrator shall be included any meeting, teleconference or written communication between any Town representative including Committee members and the CONTRACTOR. The TOWN may modify the Contract Administrator at any time upon providing written notice to the CONTRACTOR. 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: Cody Einfalt Management Analyst Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Shah form Updated 4126122 CONTRACTOR: By: J�~ 09/06/2022 Signature Date Jerry Newfarmer, President and CEO Print name, Title TOWNS OS HILLS: By: Peter Pirnejad, dty Manager Date Page 3 of 3 Management Partners August 31, 2022 Mr. Peter Pirnejad City Manager Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Dear Mr. Pirnejad: Thank you for the opportunity to provide this proposal to facilitate your performance evaluation process with the City Council. Dan Keen, Partner, who has extensive experience working with city managers, mayors, and councils, will serve as facilitator. We understand the value to a council and city manager of conducting a productive process to communicate about performance and goals. A performance evaluation process provides an opportunity for council members and the manager to strengthen their partnership in carrying out their respective roles. Effective organizational leadership and support requires a shared vision of the future, goals, agreement on roles, and accountability for achieving expectations. An effective performance evaluation process provides for a two-way discussion between the governing body and the city manager. It also provides for a self-assessment from the city manager. The result of the performance evaluation process should be a collective Council view about your performance along with goals for you to achieve in the coming year. Before we describe our approach, we would like to share some brief information about our firm. About Management Partners Management Partners is a professional management consulting firm specializing in helping local government leaders. The firm is staffed with 100 professionals who are experienced public service managers as well as qualified management consultants. Our consultants carry out a full range of projects for local government leaders including executive performance evaluations, teambuilding, strategic planning, organization reviews, executive coaching, performance management, and development process reviews. Each assignment we undertake receives careful, professional attention and we take pride in the quality of our work. Approach The performance evaluation process involves three essential activities: gathering information for the evaluation, facilitating a discussion between the City Council and you, and preparing a report. Our plan of work anticipated for the engagement is described below. It is amenable to modification as needed. Activity 1— Gather Information Dan will begin by talking with you and the Mayor, if desired, to review the activities and schedule. Dan will finalize the process based on that discussion. 1730 MADISON ROAD • CINCINNATI, OHIO 45206 • 513 8615400 • FAx 513 8613480 MANAGEMENTPARTNERS.COM 2107 NORTH FIRST STREET, SUITE 470 • SAN JOSE, CALIFORNIA 95131 • 408 437 5400 • FAx 408 453 6191 Mr. Peter Pirnejad Page 2 Create evaluation questions. Dan will provide a set of draft evaluation questions for review by you and the Mayor. She will finalize them based on feedback. The questions are tailored specifically for this engagement and generally fall in the following categories: Council/manager relationship and overall communications, Management and leadership skills, including communication of goals, Strengths and opportunities for improvement, and Goal achievement and goals forthe coming year. Advise about self-assessment. Dan will provide advice to you about preparing a self- assessment. This will be a report that you will prepare in advance of her interviews with Council members. It is an opportunity for you to summarize your accomplishments, goals for the coming year, and other issues that will be helpful to discuss with the Council as part of the performance evaluation process. ® Conduct Council interviews. Dan will conduct individual interviews via videoconference with each Council member to seek feedback about your performance. Prepare report. After Dan has interviewed Council members, she will summarize the results in a written confidential report. Activity 2 — Facilitate Closed Session Discussion In advance of the closed session, Dan will review the confidential evaluation report with you so you can be prepared for a productive discussion. You will be present during the closed session since the council/manager partnership is critical and requires an open dialogue about what is going well, what can be improved, and agreement on goals for the coming year. During the closed session, Dan will present your confidential report in a PowerPoint format for ease of discussion. The closed session will also be an opportunity for you to highlight your self-assessment, including accomplishments, proposed goals, and other items that will be helpful to discuss. The closed session will be facilitated such that there is an open and productive discussion by all Council members and you, so the results are mutually beneficial. The outcomes of the closed session will be a consensus about expectations and goals for the next year. We are proposing that one Council closed session be held for the evaluation, and our fees are based on that assumption. If additional closed sessions are required, we will charge a fee for them. After the closed session, Dan will prepare a memorandum that summarizes the results of the performance evaluation. Facilitator Dan Keen will serve as the facilitator for your performance evaluation. His brief qualifications are shown below. M, Mr. Peter Pirnejad Dan Keen, Partner ■ Former city manager for 22 years in five diverse communities across the State of California: La Palma, Seaside, Novato, Concord and Vallejo. • Facilitates city manager and other governing body appointees' performance evaluation processes. • Facilitator for the annual CCMF New and Future City Managers Seminar; frequent presenter on the city manager hiring and evaluation process. • Developed a reputation for strong, ethical leadership with an emphasis on assisting cities in crisis including Vallejo, which had just emerged from bankruptcy, and Seaside, which had dismissed its previous city manager and had no full-time department heads. • Extensive experience working with mayors, city council members and other elected officials. As city manager, worked successfully with many "divided" councils where difficult interpersonal relationships among council members was common. u Senior advisor for the League of California Cities and the International City -County Management Association, a volunteer position providing ongoing personal and professional advice to over 23 city and county managers in the northern coastal counties of California from Sonoma County to the Oregon border. ■ Past president of the League of California Cities' City Managers Department; former board member of the California City Management Foundation (CCMF). ■ ICMA-Credentialed Manager; held American Institute of Certified Planners Certification for 30 years; Masters of Public Administration and Masters of Planning. Page 3 References We are happy to provide contact information for any former client and have selected three to highlight. The list below shows some of the California jurisdictions for whom we have facilitated performance evaluations in the past three years. ■ Atherton ■ Hayward Area Recreation a Pacifica • Benicia District • Pinole • Brentwood a Hayward a Redwood City ■ Clayton ■ Indian Wells ■ Roseville ■ Concord ■ Martinez ■ Santa Cruz ■ Cupertino ■ Modesto ■ Saratoga • Del Mar ■ Monterey County Water ■ Seal Beach • Dublin Resources Agency ■ Sonoma ■ Half Moon Bay ■ Novato City of Martinez, California bCity Manager/City Attorney Performance Reviews 2020 and City Manager Performance Review 2021 Management Partners was engaged to facilitate the performance evaluation of the City Manager and City Attorney. Our process involved providing advice to both individuals about their self-assessment/ accomplishments reports to the Council, conducting interviews with the Mayor and Council members, preparing a summary of the interviews and facilitating closed session for both appointees. Following both evaluation sessions, we prepared summary reports of the outcomes. Contact: Mr. Eric Figueroa, City Manager 525 Henrietta Street, Martinez, CA 94553 Mr. Peter Pirnejad Page 4 (925) 372-3505 efiPueroa@cityofmartinez.org The Honorable Rob Schroder, Mayor 525 Henrietta Street, Martinez, CA 94553 (925) 372-3501 rschroder@citvofmartinez.org City of Vacaville, California *City Manager/City Attorney Performance Reviews 2021 Management Partners was engaged to facilitate the performance evaluation process for the City Manager and City Attorney. We created a set of questions to be used in our interviews with Council and leadership team members and provided an outline for a self-assessment by the City Manager and City Attorney. We prepared an evaluation report and facilitated two closed session discussions, one with the City Manager and Council, and the other with the City Attorney and Council. We then prepared memoranda summarizing the results of the closed session discussions. Contact: Mr. Aaron Busch, City Manager 650 Merchant Street, Vacaville, CA 95688 (707) 449-5100 aaron.busch@citvofvacaville.com Ms. Melinda Stewart, City Attorney 650 Merchant Street, Vacaville, CA 95688 (707) 449-5105 melinda.stewart@citvofvacaville.com City of Pacifica, California t>City Manager Performance Evaluation 2020 and 2021 Management Partners was engaged to facilitate the City Manager's performance evaluations in 2020 and 2021, which included compensation surveys. The process included interviews with all Council members, preparation of a confidential report, and facilitation of a closed session with Council. A survey of total compensation, comparing the manager's salary and benefits to city managers in eight other communities, was prepared. Management Partners worked with a City Council subcommittee to present the results of this survey and prepare additional analysis in response to Council questions. Following the session, we prepared a final evaluation summary. Contact: Mr. Kevin Woodhouse, City Manager 170 Santa Maria Avenue, Pacifica, CA 94044 (650) 738-7409 woodhousek@ci.pacifica.ca.us The Honorable Sue Beckmeyer 170 Santa Maria Avenue, Pacifica, CA 94044 (650) 738-7301 beckmeyers@ci.pacifica.ca.us Project Cost Management Partners will carry out the plan of work described above for $7,500, which includes all fees and expenses. Mr. Peter Pirnejad Page 5 Conclusion We would enjoy working with the Town of Los Altos Hills on this important evaluation. Please feel free to contact Dan Keen at (415) 328-3187 if you have any questions. Sincerely, Jerry Newfarmer President and CEO Accepted for the Town of Los Altos Hills by: Name: Title: Date: Management Partners September 6, 2022 Town of Los Altos Hills, CA Mr. Peter Pirnejad, City Manager We at Management Partners are taking advantage of an incredible opportunity to combine with Baker Tilly US, LLP ("Baker Tilly"), in a deal that is set to close on or about October 1, 2022. This strategic move will help us to provide local governments with even more resources and new ideas for serving communities and we'll do that with the same passion and attention you've come to expect. You can learn more about Baker Tilly at BakerTilly.com. Below are all the details that outline how we smoothly transition our important relationship with you. Among the assets Management Partners will be assigning to Baker Tilly is our Contract with «Company», referred to as City Manager Performance Evaluation (along with all related applicable addendums, amendments, and exhibits (collectively, the "Contract"). This requires your written consent to the assignment of this Contract to Baker Tilly, with the understanding that all of the terms, conditions and provisions of the Contract will continue to be in full force and effect from and after the closing. Please help us by signing below to: (a) consent to Management Partners assigning its rights, interests and obligations under the Contract to Baker Tilly and to substitute Baker Tilly in lieu of Management Partners under the Contract, effective as of and conditioned upon closing. (b) acknowledge the consummation of the transaction will not be deemed a breach of, or default under, any assignment provision or other provision of the Contract and will not cause a termination of, trigger any payment obligation under, or otherwise affect it. After the combination, Baker Tilly will perform the work Management Partners contracted to do with you in accordance with your contract, including the scope of work, schedule, and budget set forth therein. Please return this signed letter via email to finance@ managementpartners.com at your earliest convenience, but in any event no later than September 13, 2022. Please contact Jeri Beckstedt, Administrative Services Manager at ibecl<stedt@managementpartners.com or 513-861-5400, if you have questions. Thank you in advance for your cooperation. Sincerely, Jerry Newfarmer President and CEO 1730 MADISON ROAD • CINCINNATI, OH 45206 • 513 8615400 • FAx 513 8613480 MANAGEMENTPARTNERS.COM 2107 NORTH FIRST STREET, SUITE 470 • SAN JOSE, CALIFORNIA 95131 • 408 437 5400 • FAx 315 8613480 ACKNO DGED, E AND CONSENTED TO on behalf of the Town of Los Altos Hills. Si�2 ture rrPi 0J f e Printed Name /; 0 Ik�. Title (VN Date Page 2 M�