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HomeMy WebLinkAbout2017 CON Willdan Financial Services - User Fee StudyAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND WILLDAN FINANCIAL SERVICES THIS AGREEMENT is entered into on this 21ST day of March, 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and WILLDAN FINANCIAL SERVICES (the "CONSULTANT"), a corporation. RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide a user fee, and cost of service studies. WHEREAS, the CITY has determined that the CONSULTANT is a financial consulting firm and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide a user fee, and cost of service studies, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on March 21, 2017. The duration of this Agreement is for the period of March 21, 2017 through March 20, 2018. Completion dates or time durations for specific portions of the Project are set forth in Exhibit "A." This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. Any extension of this Agreement must be approved in writing by the City Council. 3. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A." The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall appear at meetings specified in Exhibit "A" to keep staff and City Council advised of the progress on the Project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. The Director of Emergency Services hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Chris Fisher thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit `B" shall not exceed $44,145 without prior written authorization from the City. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit `B," as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the City or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT Standard Agreement 2 City of National City and Revised May 2016 Willdan Financial Services shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each Standard Agreement 3 Revised May 2016 City of National City and Willdan Financial Services of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. Standard Agreement Revised May 2016 4 City of National City and Willdan Financial Services 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers, or employees. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any Standard Agreement 5 City of National City and Revised May 2016 Willdan Financial Services liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate e additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in Standard Agreement 6 City of National City and Revised May 2016 Willdan Financial Services full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or Standard Agreement Revised May 2016 7 City of National City and Willdan Financial Services sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Francisco "Frank" Parra, Director of Emergency Services Emergency Services Department City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONSULTANT: Chris Fisher, Vice President Willdan Financial Services 27368 Via Industria, Suite 200 Temecula, CA 92590 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the Vitus of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Standard Agreement 8 City of National City and Revised May 2016 Willdan Financial Services Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CONSULTANT. 22. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits or schedules or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise Standard Agreement 9 City of National City and Revised May 2016 Willdan Financial Services made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Subcontractors or Subconsultants. The City is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the City in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the City, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. M. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY B orrison, Mayor WILLDAN FINANCIAL SERVICES By: Chris Fisher Vice President APPROVED AS TO FORM: WILLDAN FINANCIAL SERVICES George H.Eiser, III Interim City Attorney Standard Agreement Revised May 2016 10 By:.�. Rebekah Smith Assistant Secretary City of National City and Willdan Financial Services Exhibit A WILLDAN GROUP, INC SCOPE OF SERVICES Full Cost Allocation Plan Project tasks shall include, but are not necessarily limited to, the following. If the Consultant feels that additional tasks are warranted, they must be clearly identified in the Consultant's proposal. 1. Work with selected City staff to define the purpose, uses, and goals for a full cost allocation plan, ensuring that the development of the plan will be both accurate and appropriate for the City's current needs. 2. Meet with staff and conduct interviews as needed to gain an understanding of the City's practices and operations. This includes where certain services/functions are performed together/shared through cooperation between different departments. Costs should be identified so that they can be allocated to/tracked by the appropriate department, i.e. fire, public works, permit services. 3. Develop a Full Cost Allocation Model using FY 2016 budget and/or actual data for calculating the full costs of providing each City service. The requirements of the model shall allow for: A. Additions, revisions or removal of direct and overhead costs so that the cost allocation plan can be easily adapted to a range of activities both simple and complex. B. The ability of the City to continuously update the model and overhead cost allocation plan easily from year to year as the organization structure changes and/or the cost structures changes. Consultant to provide the necessary training and instruction materials to City staff on how to continuously update the model and overhead cost allocation plan. C. The addition of hypothetical service area information for future service enhancements, and the ability to calculate the estimated costs of providing the service under consideration. D. Calculate a citywide overhead rate and an overhead rate for each department that can be updated annually. 4. Super Circular 2 CFR part 200 Cost Allocation Plan — The project tasks for this portion should be similar to the scope of work above for the Full Cost Allocation Model, however unallowable costs will be removed to comply with federal requirements under and as referenced in Super Circular 2 CFR part 200 and any recent changes in federal regulations. A. A methodology appropriate for the calculation and allocation of an overhead cost rate complying with Super Circular 2 CFR part 200. B. A study of each program with overhead costs that are borne in whole or in part by the General Fund and that can receive overhead cost reimbursement from State or Federal governments and/or other sources. Exhibit A Please identify the cost of this Super Circular 2 CFR part 200 Cost Study item as a separate component of the full cost plan scope of work. 5. Software Application For Cost Allocation Plan — The City desires a software application program which would enable staff to add, delete, or update the final cost allocation plan as needed. In addition, consultants would provide the necessary training on the software program to selected staff in the Finance Department and Permit Center. Please identify the cost of this item as a separate component of the full cost plan scope of work. 6. Assist the Department of Finance in presenting the draft cost allocation plan to City's management group and City Council. It is expected that comments and concerns will be collected during the draft presentation phase for inclusion in a final cost allocation plan and model. 7. Provide the City with an electronic copy of the final comprehensive review, including related schedules and cost documentation in a format that can be edited and updated by City staff to accommodate changes in the organization or changes in costs. 8. Prepare a final plan and provide four (4) bound copies, one unbound copy and single PDF and Word files of the plan that can be made available to City staff. Any Full Cost Allocation Model revisions developed shall also be made available to the City electronically, providing the ability to add or delete and/or update information as needed. 9. Consult with City staff should the need arise to defend the cost allocation plan as a result of audits or other challenges. Project Scope — Comprehensive User Fee Study Project tasks shall include, but are not necessarily limited to, the following. If the Consultant feels that additional tasks are warranted, they must be clearly identified in the Consultant's proposal. 1. Work and meet with City staff to refine the project scope, purpose, uses and goals of the City's Comprehensive Fee Study to ensure that the study will be both accurate and appropriate to the City's needs. Review project schedule and answer any questions pertaining to the successful development of the Study. 2. Meet with staff and conduct interviews as needed to gain an understanding of the City's processes and operations. Conduct a comprehensive review of the City's existing fees. This is including but not limited to the following: permits including but not limited to building permit, encroachment permit, grading permit, post -construction best management practice conformance (storm water) permits, licenses, planning fees, building fees including inspection, public works/engineering fees including basic site and public right of way inspection and yearly storm water permit compliance data base management and inspection fees, parks and recreation fees, code enforcement compliance fees, mobile vendor permit fees and miscellaneous and administrative fees. The above list of permits and fees is not all inclusive, and may contain outdated and no longer applicable fees and/or permits. The study shall include both fees for work leading to the establishment/issuance of permits and any ongoing yearly maintenance/enforcement costs post -issuance. Exhibit A 3. Identify the total cost of providing each City service and in a manner that is consistent with all applicable laws, statutes, rules and regulations governing the collection of fees, rates, and charges by public entities. This shall also include costs for technology upgrades required to bring levels of technology within the City on a par with similarly sized cities. This can take the form of a technology surcharge as is currently charged by Permit Services on all building permits for the purpose of upgrading and maintaining technology such as computers, printers, software and appurtenances. 4. Compare service costs with existing recovery levels. This should include any service areas where the City is currently charging for services as well as areas where the City, perhaps, should charge in light of the City's practices, or the practices of similar or neighboring cities. Include (as allowed by statutes/laws/rules/regulations) practices for deferral and/or forgiveness of fees and/or substitution of public services/facilities in lieu of fees for privately funded and City projects with public benefit. Include a comparison of current City practices and similar practices of similar or neighboring cities to determine whether the City should charge less than the actual reasonable cost of fees. 5. Recommend appropriate fees and charges based on your analysis together with the appropriate subsidy percentage for those fees where full cost recovery may be unrealistic (e.g. youth recreation, senior services). Consider the cost of pre -application and post - application meetings to mitigate project problems, assist project proponents to prepare the application, emergency response cost recovery such as inspection costs after fires and/or acts of god and how those costs can be recovered, either on a permit specific basis or as an overall percentage applied to permit fees. 6. Prepare a report that identifies each service, its full cost, recommended and current cost recovery levels. The report should also identify the direct cost, the indirect cost, and the overhead cost for each service; and provide a model for adjusting these fees for the City's current and future needs. 7. Prepare a report that identifies the present scope performed under the fee, the proposed scope performed under the recommended fee, present fees, recommended fees (state the exemption under Prop 26 in which they fall), percentage change, cost recovery percentage, revenue impact and fee comparison with other San Diego County cities or other California cities that are comparable to National City. A survey comparison of fees with similar cities is for information only. 8. Report on other matters that come to your attention in the course of your evaluation that in your professional opinion the City should consider. 9. Prepare and deliver presentations to City's management group and the City Council to facilitate their understanding of the plan and its implications for the City and make necessary adjustments as requested. 10. Provide the City with an electronic copy of the final comprehensive study, including related schedules and cost documentation in a format that can be edited and updated by City staff to accommodate changes in the organization or changes in costs. Develop a model for adjusting fees to include the addition of hypothetical service area information for future services enhancements, and the ability to calculate the estimated costs of providing the service under consideration (scenario and "what if" analyses). Exhibit A 11. Provide on -site training to enable staff to update fees on an annual basis. 12. Prepare a final fee study report and provide four (4) bound copies, one unbound copy and a single PDF file of the plan that can be made available to City staff. Any Master fee schedule revisions developed shall also be made available to the City electronically, providing the ability to add or delete and/or update information as needed. 13. Consult with City staff should it become necessary to defend the City's User Fees as a result of any legal or other challenge. Project Scope — Internal Service Funds Allocation Study Consultant shall evaluate and prepare a methodology for allocation of internal service fund charges. The City's internal service funds are as follows: • Facilities Maintenance Fund • Liability Insurance Maintenance Fund • Information Systems Maintenance Fund • Vehicle Maintenance Fund Project tasks shall include, but not be limited to, the following items. If the Consultant feels that additional tasks are warranted, they must be clearly identified in the Consultant's proposal. A. Work with selected City staff to develop charges to fully fund various internal service funds, ensuring the development of the plan will be both accurate and appropriate for the City's current needs. B. Develop a model for each internal service fund allocation and provide for the ability of the City to continuously update the model from year-to-year as the organizational structure changes and/or the cost structures change. Exhibit B WILLDAN GROUP INC HOURLY RATES AND MAXIMUM FEE TO PROVIDE A USER FEE STUDY, FULL COST ALLOCATION PLAN, AND INTERNAL SERVICE FUND ALLOCATION The City of National City ("City") will be billed at the following hourly rates: Group Manager $210 Principal $200 Senior Project Manager $165 Project Manager $145 Senior Project Analyst $130 Senior Analyst $120 Analyst $100 Assistant Analyst $75 Fees for this project will not exceed $44,145 without prior approval from the City. The not -to - exceed amount of $44,145 is broken down as follows: Not -to -exceed amount Comprehensive User Fee Study Full and OMB Compliant Cost Allocation Plan Internal Services Fund Allocation $24,920 $14,660 $ 4,565 ® AFRO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/Y1'YY) 03/09/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Insurance Services West, Inc. Los Angeles CA Office 707 Wilshire Boulevard Suite 2600 LOS Angeles CA 90017-0460 USA CONTACT NAME:PHONE (A/C. No. Ext): (866) 283-7122 (AA/C. No.): (800) 363-0105 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURED Willdan Financial Services 27368 via Industria Suite 200 Temecula, CA 92590 USA INSURER A: National Fire Ins. Co. of Hartford 20478 INSURER B: The Continental Insurance company 35289 INSURERC: Valley Forge Insurance Co 20508 INSURER D: Lexington Insurance Company 19437 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570065718060 REVISION NUMBER: THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MDD/YYYYIl POLICY EXP (jMM/DD/YYYY LIMITS B X COMMERCIAL GENERALLIABILITY 5088210281 1M/1/09/2016 11/09/201T EACH OCCURRENCE $1,000,000 CLAIMS -MADE X I OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 MED EXP (Any one person) $15 , 000 PERSONAL & ADV INJURY $1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X JPRO-X LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: A AUTOMOBILE LIABILITY 6020541619 11/09/2016 11/09/2017 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 X ANY AUTO BODILY INJURY ( Per person) OWNED S SCHEDULED AUTOS BODILY INJURY (Per accident) A AUTOS ONLY HIRED AUTOS ONLY NON -OWNED AUTOS ONLY PROPERTY DAMAGE (Per accident) _ C X UMBRELLALIAB X OCCUR 6020541586 11/09/2016 11/09/2017 EACH OCCURRENCE $2,000,000 EXCESS LIAR CLAIMS -MADE AGGREGATE $2,000,000 DED RETENTION B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY WC622647422 11/09/2016 11/09/2017 x PER STATUTE OTH- ER B ANY PROPRIETOR / PARTNER / EXECUTIVE Y / N N N/A AOS 6020541572 11/09/2016 11/09/2017 E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) CA E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 D Archit&Eng Prof 028174912 SIR applies per policy terms 11/09/2016 & conditions 11/09/2017 Per Claim Aggregate $1,000,000 $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: User Fee and cost of Service Study. city of National City is included as Additional Insured in accordance with the policy provisions of the General Liability policy. A waiver of Subrogation is granted in favor of the certificate Holder in accordance with the policy provisions of the workers' compensation policy. CERTIFICATE HOLDER CANCELLATION Holder Identifier : 570065718060 Certificate No City of National City Attn: Mr. Javier Carcamo Financial Services Director 1243 National City Boulevard National City CA 91950 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 9l ✓G�lfGa ?Jdfd 9RC6 //Ede ✓ . ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Policy Number: 5088210281 50020000860185877084902 CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. The WHO IS AN INSURED section is amended to add as an Insured any person or organization whom the Named Insured is required by written contract to add as an additional insured on this coverage part, including any such person or organization, if any, specifically set forth on the Schedule attachment to this endorsement. However, such person or organization is an Insured only with respect to such person or organization's liability for: A. unless paragraph B. below applies, 1. bodily injury, property damage, or personal and advertising injury caused in whole or in part by the acts or omissions by or on behalf of the Named Insured and in the performance of such Named Insured's ongoing operations as specified in such written contract; or 2. bodily injury or property damage caused in whole or in part by your work and included in the products - completed operations hazard, and only if a. the written contract requires the Named Insured to provide the additional insured such coverage; and b. this coverage part provides such coverage. B. bodily injury, property damage, or personal and advertising injury arising out of your work described in such written contract, but only if: 1. this coverage part provides coverage for bodily injury or property damage included within the products completed operations hazard; and 2. the written contract specifically requires the Named Insured to provide additional insured coverage under the 11-85 or 10-01 edition of CG2010 or the 10-01 edition of CG2037. II. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. III. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. IV. Notwithstanding anything to the contrary in the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance, this insurance is excess of all other insurance available to the additional insured whether on a primary, excess, contingent or any other basis. However, if this insurance is required by written Policy Number: 5088210281 CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement contract to be primary and non-contributory, this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. V. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. except as provided in Paragraph IV. of this endorsement, agree to make available any other insurance the additional insured has for any loss covered under this coverage part; 3. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 4. tender the defense and indemnity of any claim to any other insurer or self insurer whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph (4) does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires the Named Insured to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. 20020007260205415725352 CNA WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY G-19160-B (Ed. 11/97) Policy No: 6022647422 BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS This endorsement changes the policy to which it is attached. It is agreed that Part One Workers' Compensation Insurance G. Recovery From Others and Part Two Employers' Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is G-19160-B (Ed. 11/97) Page 1 of 1 40020002260226474223550 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION ON WHOSE BEHALF YOU ARE REQUIRED TO OBTAIN THIS WAIVER OF OUR RIGHT TO RECOVER FROM UNDER A WRITTEN CONTRACT OR AGREEMENT. THIS ENDORSEMENT DOES NOT APPLY IN NEW HAMPSHIRE OR NEW JERSEY. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 11/09/2016 Insured Policy No.6020541572 Endorsement No. Premium $ Insurance Company Countersigned by WC 00 03 13 (Ed. 4-84) Copyright 1983 National Council on Compensation Insurance. RESOLUTION NO: 2017 — 33 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH WILLDAN FINANCIAL SERVICES TO CONDUCT A COMPREHENSIVE USER FEE STUDY, A FULL COST ALLOCATION PLAN, AND AN INTERNAL SERVICE FUND ALLOCATION STUDY FOR THE PERIOD OF MARCH 21, 2017 THROUGH MARCH 20, 2018, WITH ONE ADDITIONAL ONE-YEAR OPTION FOR A NOT TO EXCEED AMOUNT OF $44,145 WHEREAS, the City desires to employ a consultant to conduct a Comprehensive User Fee Study, a Full Cost Allocation Plan, and an Internal Service Fund Allocation Study for the period March 21, 2017 through March 20, 2018, with one additional one-year option for a not to exceed amount of $44,145; and WHEREAS, the City has determined that Willdan Financial is qualified by experience and ability to perform the services desired by the City, and Willdan Financial is willing to perform such services. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement with Willdan Financial to conduct a Comprehensive User Fee Study, a Full Cost Allocation Plan, and an Internal Service Fund Allocation Study for the period March 21, 2017 through March 20, 2018, with one additional one-year option for a not to exceed amount of $44,145. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 21st day of March, 20 Morison, Mayor ATTEST: Mich el R. Dalla, City Clerk APPROVED AS TO FORM: George H. Eiser, III Interim City Attorney Passed and adopted by the Council of the City of National City, California, on March 21, 2017 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: By: RON MORRISON Mayor of the City of National City, California A N CI rk of the City of N� City tional City, California Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2017-33 of the City of National City, California, passed and adopted by the Council of said City on March 21, 2017. By: City Clerk of the City of National City, California Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: March 21, 2017 AGENDA ITEM NO. 19 ITEM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to execute an agreement with Willdan Financial Services to conduct a Comprehensive User Fee Study, Full Cost Allocation Plan, and Internal Service Fund Allocation Study for the period of March 21, 2017 through March 20, 2018 with one additional one-year option with a not -to -exceed amount of $44,145. PREPARED BY: Frank Parra DEPARTMENT: PHONE: 619-336-4551 APPROVED BY: EXPLANATION: See attached staff report. FINANCIAL STATEMENT: ACCOUNT NO. Funds available through prior City Council appropriations Expenditure No. 001-409-000-650-9011 (Fee Study) ENVIRONMENTAL REVIEW: This is not a project and, therefore, not subject to environmental review. ORDINANCE: INTRODUCTION: FINAL ADOPTION: APPROVED: APPROVED: Finance MIS STAFF RECOMMENDATION: Adopt the resolution, authorizing the Mayor to execute the agreement with Willdan Financial Services to conduct a Comprehensive User Fee Study, Full Cost Allocation Plan, and Internal Service Fund Allocation Study for the period of March 21, 2017 through March 20, 2018 with one additional one-year option with a not -to -exceed amount of $44,145. BOARD / COMMISSION RECOMMENDATION: NA ATTACHMENTS: . Staff Report 2. Willdan Financial Services Agreement 3. Resolution Q,6so�vN\ou N40. ao‘n- ?„,3 User Fee Study Staff Report Item Resolution of the City Council of the City of National City authorizing the Mayor to execute an agreement with Willdan Financial Services to conduct a Comprehensive User Fee Study, Full Cost Allocation Plan, and Internal Service Fund Allocation Study for the period of March 21, 2017 through March 20, 2018 with one additional one-year option. Background On July 15, 2008, City Council adopted the City's User Fee Schedule. Municipal governments throughout the state are still faced with limited financial resources, while striving to maintain high standards of service to their communities. In light of this, it is critical for cities to ensure that their fees for requested services have been developed or updated to ensure maximum appropriate cost recovery, so that the revenues generated by fees cover the cost of those services to the best extend possible. A "user fee" is a charge for service provided by a governmental agency to the public. Several laws such as Proposition 4, 13, 26, and 28 set parameters under which the user fees can be established and administered by local government. It has been determined that adjustments in user fees in many instances are necessary to close the gap between current fees and actual service costs. User fees charged by local agencies may not exceed the estimated reasonable cost of providing the service for which the fee is charged. As previously stated, the last time the City conducted a User Fee Study was in 2008, but a Cost Allocation Plan was developed in 2013 and Internal Service Fund Allocation charges was developed internally, and last updated in 2012. In order to bridge the service cost gap, City staff issued a request for proposals (RFP) to qualified consulting firms for a Comprehensive User Fee Study, Full Cost Allocation Plan, and Internal Service Fund Allocation Study. The RFP was issued on November 2, 2016, with a due date of December 14, 2016. Request for Proposals The purpose of the RFP was to ensure that the City is utilizing comprehensive overhead rates and accurately accounting for the full cost of providing various programs and services within City operations. In addition, it is the City's goal to have a well -documented and defensible cost allocation plan that will incorporate appropriate general and administrative cost allocations into the budget; identify overhead rates that can be used in the calculation of billable hourly rates for grants, fees, federal reimbursements, and other billings. Lastly, the City would like to adopt an updated user fee schedule that complies with Proposition 26 that does not exceed the reasonable cost of providing the benefit, service, or product; granting the privilege; or, to recover the reasonable costs for issuing permits, performing investigations, inspections, audits, and the administrative enforcement of regulations. Request for Proposals Process As noted above, the RFP for a Comprehensive User Fee Study, Full Cost Allocation Plan, and Internal Service Fund Allocation Study was issued on November 2, 2016. The RFP was sent to several firms via email and was posted on the City's website, and the California Society of Municipal Finance Officers (CSMFO) website. Responses to the RFP were due by 4:00 p.m. on December 14, 2016. The City received six (6) proposals in response to the RFP. The firms that submitted proposals, listed in alphabetical order, were: Capital Accounting Partners Fiscal Choice Consulting Matrix Consulting Group MGT Consulting Group NBS LLC Willdan Financial Services In order to rank the firms and provide a recommendation, the Selection Panel considered the following criteria: • Firm expertise and competence including experience with similar projects; • Professional qualifications and experience of the key personnel assigned to the project; • Time required to accomplish the requested services; • References; • Ability to work effectively with City staff and representatives; and • Cost of services. The Selection Panel was composed of the following individuals: Director of Emergency Services Frank Parra Financial Services Officer Javier Carcamo Management Analyst III Walter Amedee Management Analyst II Ray Roberson After reviewing and considering each proposal, staff chose to interview three firms: MGT Consulting Group, NBS LLC, and Willdan Financial Services. However, due to a high demand for its services NBS LLC recused themselves from the bid process. Upon completing the interview process Willdan Financial Services was selected as the highest-ranking firm. Willdan Financial Services Established in 1988, Willdan Financial Services is a national firm, and one of the largest public sector financial consulting firms in the U.S. Since that time, the firm has helped over 800 public agencies successfully address a broad range of financial challenges, such as financing the costs of growth and generating revenues to fund desired services. With staff of over 70 full-time employees, Willdan Financial Services assists local public agencies by providing a multitude of financial services. Fiscal Impact Willdan Financial Services proposes a not to exceed fee of $44,145 for the project as a whole to consist of: Full Cost Allocation Plan - $14,660 Internal Services Fund Allocation Plan - $4,565 Comprehensive User Fee Study - $24,920 Recommendation Staff recommends the City Council authorize the Mayor to execute the agreement with Willdan Financial Services to conduct a Comprehensive User Fee Study, Full Cost Allocation Plan, and Internal Service Fund Allocation Study for a period of March 21, 2017 through March 20, 2018 with one additional one-year option. Attachments Attachment 1 — Willdan Financial Services Agreement Attachment 2 — Resolution AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND WILLDAN FINANCIAL SERVICES THIS AGREEMENT is entered into on this 21ST day of March, 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and WILLDAN FINANCIAL SERVICES (the "CONSULTANT"), a corporation. RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide a user fee, and cost of service studies. WHEREAS, the CITY has determined that the CONSULTANT is a financial consulting firm and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide a user fee, and cost of service studies, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on March 21, 2017. The duration of this Agreement is for the period of March 21, 2017 through March 20, 2018. Completion dates or time durations for specific portions of the Project are set forth in Exhibit "A." This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. Any extension of this Agreement must be approved in writing by the City Council. 3. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A." The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall appear at meetings specified in Exhibit "A" to keep staff and City Council advised of the progress on the Project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. The Director of Emergency Services hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Chris Fisher thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "B" shall not exceed $44,145 without prior written authorization from the City. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "B," as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the City or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT Standard Agreement Revised May 2016 2 City of National City and Willdan Financial Services shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each Standard Agreement 3 City of National City and Revised May 2016 Willdan Financial Services of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. Standard Agreement 4 City of National City and Revised May 2016 Willdan Financial Services 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers, or employees. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any Standard Agreement 5 City of National City and Revised May 2016 Willdan Financial Services liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate e additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in Standard Agreement 6 City of National City and Revised May 2016 Willdan Financial Services full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or Standard Agreement 7 City of National City and Revised May 2016 Willdan Financial Services sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Francisco "Frank" Parra, Director of Emergency Services Emergency Services Department City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONSULTANT: Chris Fisher, Vice President Willdan Financial Services 27368 Via Industria, Suite 200 Temecula, CA 92590 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Standard Agreement 8 City of National City and Revised May 2016 Willdan Financial Services Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CONSULTANT. 22. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits or schedules or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control, F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise Standard Agreement 9 City of National City and Revised May 2016 Willdan Financial Services made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Subcontractors or Subconsultants. The City is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the City in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the City, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. M. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY WILLDAN FINANCIAL SERVICES By: By: Ron Morrison, Mayor Chris Fisher Vice President APPROVED AS TO FORM: WILLDAN FINANCIAL SERVICES By: George H. Eiser, III Rebekah Smith Interim City Attorney Assistant Secretary Standard Agreement 10 City of National City and Revised May 2016 Willdan Financial Services WILLDAN GROUP, INC SCOPE OF SERVICES Full Cost Allocation Plan Exhibit A Project tasks shall include, but are not necessarily limited to, the following. If the Consultant feels that additional tasks are warranted, they must be clearly identified in the Consultant's proposal. 1. Work with selected City staff to define the purpose, uses, and goals for a full cost allocation plan, ensuring that the development of the plan will be both accurate and appropriate for the City's current needs. 2. Meet with staff and conduct interviews as needed to gain an understanding of the City's practices and operations. This includes where certain services/functions are performed together/shared through cooperation between different departments. Costs should be identified so that they can be allocated to/tracked by the appropriate department, i.e. fire, public works, permit services. 3. Develop a Full Cost Allocation Model using FY 2016 budget and/or actual data for calculating the full costs of providing each City service. The requirements of the model shall allow for: A. Additions, revisions or removal of direct and overhead costs so that the cost allocation plan can be easily adapted to a range of activities both simple and complex. B. The ability of the City to continuously update the model and overhead cost allocation plan easily from year to year as the organization structure changes and/or the cost structures changes. Consultant to provide the necessary training and instruction materials to City staff on how to continuously update the model and overhead cost allocation plan. C. The addition of hypothetical service area information for future service enhancements, and the ability to calculate the estimated costs of providing the service under consideration. D. Calculate a citywide overhead rate and an overhead rate for each department that can be updated annually. 4. Super Circular 2 CFR part 200 Cost Allocation Plan — The project tasks for this portion should be similar to the scope of work above for the Full Cost Allocation Model, however unallowable costs will be removed to comply with federal requirements under and as referenced in Super Circular 2 CFR part 200 and any recent changes in federal regulations. A. A methodology appropriate for the calculation and allocation of an overhead cost rate complying with Super Circular 2 CFR part 200. B. A study of each program with overhead costs that are borne in whole or in part by the General Fund and that can receive overhead cost reimbursement from State or Federal governments and/or other sources. Exhibit A Please identify the cost of this Super Circular 2 CFR part 200 Cost Study item as a separate component of the full cost plan scope of work. 5. Software Application For Cost Allocation Plan — The City desires a software application program which would enable staff to add, delete, or update the final cost allocation plan as needed. In addition, consultants would provide the necessary training on the software program to selected staff in the Finance Department and Permit Center. Please identify the cost of this item as a separate component of the full cost plan scope of work. 6. Assist the Department of Finance in presenting the draft cost allocation plan to City's management group and City Council. It is expected that comments and concerns will be collected during the draft presentation phase for inclusion in a final cost allocation plan and model. 7. Provide the City with an electronic copy of the final comprehensive review, including related schedules and cost documentation in a format that can be edited and updated by City staff to accommodate changes in the organization or changes in costs. 8. Prepare a final plan and provide four (4) bound copies, one unbound copy and single PDF and Word files of the plan that can be made available to City staff. Any Full Cost Allocation Model revisions developed shall also be made available to the City electronically, providing the ability to add or delete and/or update information as needed. 9. Consult with City staff should the need arise to defend the cost allocation plan as a result of audits or other challenges. Project Scope — Comprehensive User Fee Study Project tasks shall include, but are not necessarily limited to, the following. If the Consultant feels that additional tasks are warranted, they must be clearly identified in the Consultant's proposal. 1. Work and meet with City staff to refine the project scope, purpose, uses and goals of the City's Comprehensive Fee Study to ensure that the study will be both accurate and appropriate to the City's needs. Review project schedule and answer any questions pertaining to the successful development of the Study. 2. Meet with staff and conduct interviews as needed to gain an understanding of the City's processes and operations. Conduct a comprehensive review of the City's existing fees. This is including but not limited to the following: permits including but not limited to building permit, encroachment permit, grading permit, post -construction best management practice conformance (storm water) permits, licenses, planning fees, building fees including inspection, public works/engineering fees including basic site and public right of way inspection and yearly storm water permit compliance data base management and inspection fees, parks and recreation fees, code enforcement compliance fees, mobile vendor permit fees and miscellaneous and administrative fees. The above list of permits and fees is not all inclusive, and may contain outdated and no longer applicable fees and/or permits. The study shall include both fees for work leading to the establishment/issuance of permits and any ongoing yearly maintenance/enforcement costs post -issuance. Exhibit A 3. Identify the total cost of providing each City service and in a manner that is consistent with all applicable laws, statutes, rules and regulations governing the collection of fees, rates, and charges by public entities. This shall also include costs for technology upgrades required to bring levels of technology within the City on a par with similarly sized cities. This can take the form of a technology surcharge as is currently charged by Permit Services on all building permits for the purpose of upgrading and maintaining technology such as computers, printers, software and appurtenances. 4. Compare service costs with existing recovery levels. This should include any service areas where the City is currently charging for services as well as areas where the City, perhaps, should charge in light of the City's practices, or the practices of similar or neighboring cities. Include (as allowed by statutes/laws/rules/regulations) practices for deferral and/or forgiveness of fees and/or substitution of public services/facilities in lieu of fees for privately funded and City projects with public benefit. Include a comparison of current City practices and similar practices of similar or neighboring cities to determine whether the City should charge less than the actual reasonable cost of fees. 5. Recommend appropriate fees and charges based on your analysis together with the appropriate subsidy percentage for those fees where full cost recovery may be unrealistic (e.g. youth recreation, senior services). Consider the cost of pre -application and post - application meetings to mitigate project problems, assist project proponents to prepare the application, emergency response cost recovery such as inspection costs after fires and/or acts of god and how those costs can be recovered, either on a permit specific basis or as an overall percentage applied to permit fees. 6. Prepare a report that identifies each service, its full cost, recommended and current cost recovery levels. The report should also identify the direct cost, the indirect cost, and the overhead cost for each service; and provide a model for adjusting these fees for the City's current and future needs. 7. Prepare a report that identifies the present scope performed under the fee, the proposed scope performed under the recommended fee, present fees, recommended fees (state the exemption under Prop 26 in which they fall), percentage change, cost recovery percentage, revenue impact and fee comparison with other San Diego County cities or other California cities that are comparable to National City. A survey comparison of fees with similar cities is for information only. 8. Report on other matters that come to your attention in the course of your evaluation that in your professional opinion the City should consider. 9. Prepare and deliver presentations to City's management group and the City Council to facilitate their understanding of the plan and its implications for the City and make necessary adjustments as requested. 10. Provide the City with an electronic copy of the final comprehensive study, including related schedules and cost documentation in a format that can be edited and updated by City staff to accommodate changes in the organization or changes in costs. Develop a model for adjusting fees to include the addition of hypothetical service area information for future services enhancements, and the ability to calculate the estimated costs of providing the service under consideration (scenario and "what if" analyses). Exhibit A 11. Provide on -site training to enable staff to update fees on an annual basis. 12. Prepare a final fee study report and provide four (4) bound copies, one unbound copy and a single PDF file of the plan that can be made available to City staff. Any Master fee schedule revisions developed shall also be made available to the City electronically, providing the ability to add or delete and/or update information as needed. 13. Consult with City staff should it become necessary to defend the City's User Fees as a result of any legal or other challenge. Project Scope — Internal Service Funds Allocation Study Consultant shall evaluate and prepare a methodology for allocation of internal service fund charges. The City's internal service funds are as follows: • Facilities Maintenance Fund • Liability Insurance Maintenance Fund • Information Systems Maintenance Fund • Vehicle Maintenance Fund Project tasks shall include, but not be limited to, the following items. If the Consultant feels that additional tasks are warranted, they must be clearly identified in the Consultant's proposal. A. Work with selected City staff to develop charges to fully fund various internal service funds, ensuring the development of the plan will be both accurate and appropriate for the City's current needs. B. Develop a model for each internal service fund allocation and provide for the ability of the City to continuously update the model from year-to-year as the organizational structure changes and/or the cost structures change. Exhibit B WILLDAN GROUP INC HOURLY RATES AND MAXIMUM FEE TO PROVIDE A USER FEE STUDY, FULL COST ALLOCATION PLAN, AND INTERNAL SERVICE FUND ALLOCATION The City of National City ("City") will be billed at the following hourly rates: Group Manager $210 Principal $200 Senior Project Manager $165 Project Manager $145 Senior Project Analyst $130 Senior Analyst $120 Analyst $100 Assistant Analyst $75 Fees for this project will not exceed $44,145 without prior approval from the City. The not -to - exceed amount of $44,145 is broken down as follows: Not -to -exceed amount Comprehensive User Fee Study $24,920 Full and OMB Compliant Cost Allocation Plan $14,660 Internal Services Fund Allocation $ 4,565 RESOLUTION NO: 2017 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH WILLDAN FINANCIAL SERVICES TO CONDUCT A COMPREHENSIVE USER FEE STUDY, A FULL COST ALLOCATION PLAN, AND AN INTERNAL SERVICE FUND ALLOCATION STUDY FOR THE PERIOD OF MARCH 21, 2017 THROUGH MARCH 20, 2018, WITH ONE ADDITIONAL ONE-YEAR OPTION FOR A NOT TO EXCEED AMOUNT OF $44,145 WHEREAS, the City desires to employ a consultant to conduct a Comprehensive User Fee Study, a Full Cost Allocation Plan, and an Internal Service Fund Allocation Study for the period March 21, 2017 through March 20, 2018, with one additional one-year option for a not to exceed amount of $44,145; and WHEREAS, the City has determined that Willdan Financial is qualified by experience and ability to perform the services desired by the City, and Willdan Financial is willing to perform such services. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement with Willdan Financial to conduct a Comprehensive User Fee Study, a Full Cost Allocation Plan, and an Internal Service Fund Allocation Study for the period March 21, 2017 through March 20, 2018, with one additional one-year option for a not to exceed amount of $44,145. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 21st day of March, 2017. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: George H. Eiser, III Interim City Attorney CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk March 29, 2017 Mr. Chris Fisher Willdan Financial Services 27368 Via Industria, Suite 200 Temecula, CA 92590 Dear Mr. Fisher, On March 21 St, 2017, Resolution Council of the City of National Willdan Financial Services. We are enclosing for your records executed original Agreement. Michael R. Dalla, CMC City Clerk Enclosures No. 2017-33 was passed and adopted by the City City, authorizing execution of an Agreement with a certified copy of the above Resolution and a fully