Loading...
HomeMy WebLinkAbout2019 CON Management Partners - Insurance and Investment Consultant ServicesAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND MANAGEMENT PARTNERS, INCORPORATED THIS AGREEMENT is entered into on this 22nd day of August, 2019, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and MANAGEMENT PARTNERS, INC, INCORPORATED, an Ohio corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide advisory assistance on insurance and investments. WHEREAS, the CITY has determined that the CONSULTANT is a corporation whose specific mission is to help local governments improve service to the public 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 local government advisory consulting assistance as more particularly described in Section 3 and in Exhibit "A", and the CONSULTANT agrees to perform the services set forth in this Agreement 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 August 22, 2019. The duration of this Agreement is for the period of August 22, 2019 through August 22, 2021. This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. The Parties may exercise up to two one-year extensions. Any extension of this Agreement must be approved in writing by the City Manager. 3. SCOPE OF SERVICES. The CONSULTANT shall provide the CITY those services as more particularly described in Exhibit "A" and also municipal -related advice in the following areas: (1) investment strategy, which will include reviewing the City's existing policies and practices and providing recommendations on a strategy that will meet best practices for municipal investment; (2) insurance options and practices, which will include health insurance, workers' compensation, and property/liability insurance; and (3) other municipal - related matters such as finance, human resources, or other matters requiring local government management on an as -needed basis. 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 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. Brad Raulston, City Manager, 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. Jan Perkins, Vice President, 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 "A" shall not exceed $25,000. The compensation for the CONSULTANT'S work shall not exceed the rates set forth in Exhibit "A". 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 "A", 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: (1) be free from defects; (2) become the property of the CITY for use with respect to this project; and (3) shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Standard Agreement Page 2 of 12 City of National City and Revised May 2019 Management Partners, Inc 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 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 Services 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 set forth in this Agreement. The CONSULTANT, or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY. The CONSULTANT and its agents, servants, and employees are wholly independent from the CITY and CONSULTANT'S obligations to the CITY are solely 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 Page 3 of 12 City of National City and Revised May 2019 Management Partners, Inc 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. CONSULTANT must promptly produce a copy of any such license, permit, or approval to CITY upon request. 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 -section 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 Page 4 of 12 City of National City and Revised May 2019 Management Partners, Inc 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 15. 15. INDEMNIFICATION AND HOLD HARMLESS. To the maximum extent provided by law, The CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers 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, employees or volunteers. 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. EMPLOYEE PAYMENTS AND INDEMNIFICATION. 16.1 PERS Eligibility Indemnification. If CONSULTANT'S employee(s) providing services under this Agreement claims, or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS of the CITY, CONSULTANT shall indemnify, defend, and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CITY. Standard Agreement Page 5 of 12 City of National City and Revised May 2019 Management Partners, Inc CONSULTANT'S employees providing service under this Agreement shall not: (1) qualify for any compensation and benefit under PERS; (2) be entitled to any benefits under PERS; (3) enroll in PERS as an employee of CITY; (4) receive any employer contributions paid by CITY for PERS benefits; or (5) be entitled to any other PERS-related benefit that would accrue to a CITY employee. CONSULTANT'S employees hereby waive any claims to benefits or compensation described in this Section 16. This Section 16 applies to CONSULTANT notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary. 16.2 Limitation of CITY Liability. The payment made to CONSULTANT under this Agreement shall be the full and complete compensation to which CONSULTANT and CONSULTANT'S officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither CONSULTANT nor CONSULTANT'S officers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to CITY employees. The CITY will not make any federal or state tax withholdings on behalf of CONSULTANT. The CITY shall not be required to pay any workers' compensation insurance on behalf of CONSULTANT. 16.3 Indemnification for Employee Payments. CONSULTANT agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to PERS, social security, salary or wages, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of (1) CONSULTANT, (2) any employee of CONSULTANT, or (3) any employee of CONSULTANT construed to be an employee of the CITY, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 17. 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 Labor 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, employees, and volunteers 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 liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 18. 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 insurance policies: A. Professional Liability Insurance (errors and omissions) with minimum limits of $2,000,000 per claim and $2,000,000 aggregate. 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, Standard Agreement Page 6 of 12 City of National City and Revised May 2019 Management Partners, Inc employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate with a $5,000,000 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, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to the "location". The "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'S Risk Manager, at the address listed in subsection G below, 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. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H. Insurance shall be written with only insurers authorized to conduct business in California 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 of 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 List of Approved Surplus Line Insurers ("LASLI") and otherwise meet rating requirements. I. 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 insurance policies required by this Section 18 in full force and effect at all times during the term of this Agreement, the Standard Agreement Page 7 of 12 City of National City and Revised May 2019 Management Partners, Inc CITY may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Section 18, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. K. If the CONSULTANT maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY shall be entitled to the broader coverage or higher limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 19. 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. 20. 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 Standard Agreement Page 8 of 12 City of National City and Revised May 2019 Management Partners, Inc 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. 21. 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 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: Brad Raulston City Manager City of National City 1243 National City Boulevard National City, CA 91950-4397 To CONSULTANT: Jan Perkins Vice President Management Partners, Inc. 2107 North First Street, Suite 470 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. 22. 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 Standard Agreement Page 9 of 12 City of National City and Revised May 2019 Management Partners, Inc 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. 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 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 Section 22 by the CONSULTANT. 23. 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. 24. ADMINISTRATIVE 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, 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. Assignment & Assumption of Rights. CONSULTANT shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY. H. 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. I. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under Standard Agreement Page 10 of 12 City of National City and Revised May 2019 Management Partners, Inc IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By: MANAGEMENT PARTNERS, INC, INCORPORATED, AN OHIO CORPORATION (Corporation - signatures of two corporate officers required) By: Brad Raulston, City Manager (Name) APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: Rdberto M. Contreras Deputy City Attorney Gerald E. Newfarmer President and CEO (Title) By: Ctz c,cz,9 Amy C. Paul Vice President and Treasurer (Title) Standard Agreement Page 12 of 12 City of National City and Revised May 2019 Management Partners, Inc this Agreement shall be in either state or federal court in the County of San Diego, State of California. J. 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. K. 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 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. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. M. 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 18 and the indemnification and hold harmless provision of Section 15 of this Agreement. N. 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. [END OF AGREEMENT — SIGNATURES APPEAR ON NEXT PAGE] Standard Agreement Page 11 of 12 City of National City and Revised May 2019 Management Partners, Inc Management Partners July 9, 2019 Mr. Brad Raulston City Manager City of National City 1243 National City Blvd. National City, CA. 91950 Dear Mr. Raulston: Exhibit A Thank you for the opportunity to submit a proposal to provide advisory consulting assistance to your office on insurance and investments. Management Partners has the expertise and skills necessary to provide this assistance and we would be pleased to do so. About Management Partners As you may know, Management Partners was founded in 1994 with a specific mission to help local government leaders improve their service to the public. Since then we have worked with cities, counties, towns, and special districts of all sizes across the United States to help them work more effectively and run more efficiently. We offer a balance of perspectives with a practitioner's bias and a proven track record of successful consulting engagements. This experience gives us a sensitivity that produces positive outcomes. We are proud to say that as a result of our quality work, many of our clients ask us to complete subsequent assignments. We Know Local Government. Our associates have served in local governments, so we have a deep understanding of the operating and political environments in which you work. We Take a Collaborative Approach. We consider ourselves part of your team and strive to ensure our work supports your overall corporate strategy and goals. We Have Extensive Experience. Each of our more than 100 associates is an expert in one or more service areas, and our firm has assisted hundreds of jurisdictions in 42 states. We Have Developed Proven Methodologies. We understand the importance of a holistic approach to improving organizations, using field-tested techniques for each aspect of the work. Our Work Plan is Tailored to Your Needs. Each of our projects is individually tailored to our client's unique needs, starting with a careful learning process. 1730 MADISON ROAD • CINCINNATI, OH 45206 • 513 8615400 • FAX 513 8613480 MANAGEMENTPARTNERS.COM 2107 NORTH FIRST STREET, SUITE 470 • SAN JOSE, CALIFORNIA 95131 • 408 437 5400 • FAX 408 453 6191 3152 RED HILL AVENUE, SUITE 210 • COSTA MESA, CALIFORNIA 92626 • 949 2221082 • FAX 408 453 6191 Mr. Brad Raulston Page 2 We Take Pride in the Quality of Our Work. Our internal processes ensure first-rate, complete staff work and adherence to the highest of ethical standards in public service. We Are Focused on Implementation. As practitioners, our recommendations make practical sense and are able to be implemented. We Provide a Full Suite of Services. Management Partners' services include everything required to support local government leaders, including organization assessments, performance management, process improvement, strategic planning, and financial planning, budgeting and analysis. Understanding of the Engagement We understand you desire advisory services in the areas described below. We anticipate that most of our work will be done remotely through phone, email and video conference. • Provide advice on an investment strategy. This will include reviewing the City's existing policies and practices and providing recommendations on a strategy that will meet best practices for municipal investment. » Provide advice on insurance options and practices. This will include health insurance, workers' compensation and property/liability insurance. As part of our engagement, we will provide advice on best practices pertaining to how these services are obtained and provide advice on specific issues that arise. • Other related matters. As needed, Management Partners will provide advice to the City on financial, human resources or other matters requiring local government management expertise. Consulting Team Management Partners will assign a team to this engagement., with others available as needed, within the budget specified by the contract. Our team members include generalists and subject matter specialists. Our commitment is to provide high quality consulting expertise to the City of National City. Our team members are shown in the following table. Their qualifications are attached to this proposal. Jan Perkins, Vice President, will provide overall supervision for this engagement. We also have management analysts and other associates who can provide assistance as needed. Name and Title Dan Singer, Special Advisor Area of Expertise and Background General local government management, economic development, administrative services Hourly Rate $190 Mary Neilan, Special Advisor General local government management, organization development, human resources, budgeting and financial management $190 Donna Peter, Special Advisor Health insurance, workers' compensation, all aspects of human resources and labor relations; retired from Santa Monica where she served as human resources director $190 Mr. Brad Raulston Page 3 Name and Title j Jim Steele, Special Advisor Area of Expertise and Background Investments and finance; experience as finance director in several cities, including South San Francisco Hourly Rate $190 Don Rhoads, CPA, Special Advisor Investments, finance and risk management; experience as finance director in several cities, including Beverly Hills and Monterey $190 Bobby Magee, Special Advisor Purchasing and contracts expertise $190 Fee Proposal We propose an initial not -to -exceed contract in the amount of $25,000, which will provide approximately 120 hours of consulting assistance, depending on the consultant assigned. The rates are shown below. » Vice President $220 » Partner $200 • Special Advisor $190 » Senior Manager $175 » Senior Management Advisor $155 • Management Advisor $105 » Management Analyst $85 During this engagement, the actual consultant hours will be paid by the City of National City plus travel expenses. As previously noted, most of our work will be done remotely which will minimize travel costs. Conclusion We appreciate the opportunity to be of assistance to the City of National City. Please feel free to contact either Jan Perkins (949) 202-8870 or me if you have any questions about this proposal. Sincerely, Andrew S. Belknap Regional Vice President Mr. Brad Raulston Page 4 Accepted for the City of National City by: Name: Title: Date: Attachment: Consultant Bios Mr. Brad Raulston Page 5 MANAGEMENT PARTNERS TEAM BIOS DAN SINGER Dan Singer entered the public sector soon after completing his master's degrees in public administration and political science from the Maxwell School of Citizenship at Syracuse University. With over 25 years of local government experience, Dan has now joined Management Partners as a special advisor. Dan began his career in 1991 in northern California in the City of Lafayette. He interned in the City Manager's Office before moving to the town of Ojai to become the assistant to the city manager. After nine years of generalist experience in Ojai, Dan was appointed city manager where he served for almost five years. He then served as city manager for the City of Goleta for over eight years before moving to San Diego County where he was appointed city manager for the City of Poway. Dari s municipal background includes extensive experience in redevelopment, economic development, budgeting, risk management, human resources, organizational development, strategic planning and community relations. Dan has a passion for the public sector and helping organizations to be stronger, more efficient and better and has the direct experience needed to achieve such organizational changes. In addition to his work with Management Partners, Dan serves on the Board of Directors of the League of Women in Government and on Cal-ICMA's Ethics Committee and Talent Initiative. He is a career coach with the International City/County Management Association and a mentor through the Municipal Management Association of Southern California. He is also a contributing writer for California City News. Dan has also served on numerous non-profit and civic organization boards and is an active Rotarian. MARY NEILAN Mary Neilan has served local governments for more than 24 years, including 12 years in executive leadership positions in the cities of Novato, St. Helena and Belvedere. She has experience overseeing nearly every facet of local government operations with a particular emphasis on budget and financial management, project management, human resources, and organizational development. As a seasoned manager with experience at all levels of an organization, Mary's leadership style results in easy and effective synergy with other professionals, rank and file employees and partner agencies. During the course of her career, Mary has successfully coordinated dozens of projects and programs, presented complex technical information and policy options to a variety of audiences, and implemented new operational policies to improve organizational efficiency. Mary has led cities during economic downturns, addressing budget deficits through organizational restructuring, debt refinancing, targeted revenue enhancement and successful concession bargaining with multiple labor groups. In addition, Mary has been successful Mr. Brad Raulston Page 6 partnering with neighboring jurisdictions to coordinate operations, eliminate redundancy and reduce expenses without jeopardizing service levels. In addition to her focus on operational effectiveness, Mary has successfully managed a wide array of challenging projects. While in Novato, she drove implementation of the Base Reuse Plan for the former Hamilton Air Force Base by negotiating final terms of transfer and cleanup for several challenging properties, implementing affordable housing programs to serve a broad spectrum of residents, and working with multiple state and federal agencies to mitigate the impacts of a large, regional wetlands restoration project. In St. Helena, Mary lead efforts to secure water rights and negotiated favorable terms for water acquisition to ensure residents had a safe, reliable water supply. And in Belvedere, she worked collaboratively with the neighboring town and local school district to mitigate school related traffic on local roads by improving school bus service and increasing ridership. Since joining Management Partners, Mary has participated in organizational reviews and operational improvement studies for Newport Beach, Simi Valley, Santa Rosa, Fairfield, Pleasanton, Hayward Area Recreation District and CalTRUST. Mary earned a BA in business management and an MPA from Sonoma State University and is a graduate of the Berkeley Executive Seminar, School of Public Policy, UC Berkeley. Mary served for many years as board member and president of her local Boys and Girls Club, during which time the organization completed construction of a $5M facility and grew its membership from several hundred children to several thousand. DONNA C. PETER Donna Peter has 30 years of human resources experience in municipal government. Donna served as director of human resources and chief negotiator for the cities of Santa Monica and Manhattan Beach. She has expertise in all aspects of human resources, labor relations, workers' compensation, and employee health insurance. She also worked as a human resources consultant for the City of Lynwood and Santa Monica Community College. Prior to moving to Southern California, Donna worked in a variety of management positions for the City of Fresno. As director of the Department of Human Resources for the City of Santa Monica, Donna was one of the key founders of the Santa Monica Institute, an internal training center for Santa Monica employees. She has presented numerous times to national audiences at events such as the International Personnel Management Association-HR national conference and the Association of Workplace Investigators conference. She has served on roundtable discussions for the Equal Employment Opportunity Commission (EEOC) and other regional human resources organizations focusing on employee relations issues. Donna has served as president of the Personnel and Employee Relations Department of the League of California Cities and on the League's Public Safety Committee. She currently serves Mr. Brad Raulston Page 7 on the Association of Workplace Investigators Seminars and Webinars Committee and is a regular presenter for the Association. Donna has a master's degree in business administration from California State University, Fresno and B.A. degrees in both social welfare policy and child development from California State University, Chico. She also completed the 40-hour mediation course through the Los Angeles County State Bar Association. JIM STEELE Jim Steele joined Management Partners after more than 30 years in local government. After serving in management positions ranging from Budget Manager to Finance Director to Assistant City Manager, Jim has developed a broad knowledge of the complexities of local government. Besides strong analytical skills, Jim has expertise in budgeting and financial planning, debt financing and administration, investments, and multi -departmental project leadership. Jim started his career by working for three years as a Financial Analyst at Stanford University. He then moved into local government, with five years as Budget Analyst and Sr. Financial Analyst for the City of Palo Alto before promotions to Budget Manager (for five years), and Treasury and Debt Manager (also for five years). He was Finance Director with the City of South San Francisco for fifteen years before advancing to Assistant City Manager. During Jim's local government career, he has developed policies and procedures, reviewed workflow, performed service and fee reviews, and led several multi -departmental projects including a major new facilities plan and a multi -faceted review of the viability of consolidating services with a neighboring jurisdiction. Jim has developed sewer and garbage rates in conjunction with long-term capital planning, and had a lead role in Redevelopment Successor Agency financial planning and management. Jim has participated in all aspects of selecting and implementing a new financial software package, participated in labor negotiations and costing, and sat on regional boards. In his career of keeping budgets balanced, he has developed long- term financial plans, made numerous financial presentations to bargaining groups, the public, City Councils, and the business community. During his finance career he has also participated in five ballot tax measures. Jim also supervised the Treasury function for the City of Palo Alto and worked with the elected City Treasurer in South San Francisco to modernize and update the City's Investment Policy. As Risk Manager, Jim updated a city purchasing policy to focus more review time on higher risk contract areas while streamlining review procedures in areas of lower risk. In Jim's ballot work and in his work on sewer and garbage rates, he worked collaboratively with Public Works management and engineering staff in planning for their capital improvement needs, testing those needs against possible rate increase scenarios, and seeking solutions that could be supported by the City Manager and Council. Mr. Brad Raulston Page 8 Jim has often looked for solutions in local government that involve new initiatives that cross departmental lines. New initiatives often touch on several departments, and require an understanding of how the larger organization works. In situations where collaboration is required and where there may have been divisions between departments in the past, Jim has enjoyed offering new ways of seeing the problem. It is in those situations that Jim has often added value through listening, creative thinking, coaching, and collaborating to assist the organization in finding solutions. Jim has participated in several public service organizations over the years, including the California Society of Municipal Finance Officers (CSMFO), the Government Finance Officers Association (GFOA), and the International City/County Management Association (ICMA). He has also served on the Association of Bay Area Governments (ABAG) Risk Management Board and Executive Committee, and the Peninsula TV Board. He has made presentations at CSMFO and other professional conferences. Jim obtained a Master's Degree in Public Administration from San Francisco State University with a concentration in policy review and budgeting, and has a BA in Politics from the University of California, Santa Cruz. DON RHOADS, CPA mow Don Rhoads began his career in public accounting and earned his CPA license before moving to municipal finance management. His more than 29 years of public sector experience includes serving as finance director for the City of Monterey, California, and just before joining Management Partners, as chief financial officer for the City of Beverly Hills. He has the ability to take complex financial information and present it in a way that is understandable and relevant. Don has been involved in most facets of municipal finance, including operational and capital budgeting, strategic financial planning, accounting and financial reporting, capital improvement planning, analysis, and strategies related to unfunded liabilities. He has also been actively involved in staff development and teambuilding. He led the Mayor's Financing Task Force in Beverly Hills to successfully develop a financing plan for major upcoming capital projects, and he established an innovative Conference Center Financing District in Monterey to provide funding for the renovation and expansion of the Monterey Conference Center. Don has been active in the municipal finance profession and has held several leadership roles with the California Society of Municipal Finance Officers (CSMFO) and the League of California Cities. These roles include president of the League of California Cities Fiscal Officers Department, CSMFO Board Member and local chapter chair. He has also led several committees, including chair of the Career Development Committee and the Annual Conference Program Committee; and he has served on the Conference Site Selection Committee and the Technology Committee. Mr. Brad Raulston Page 9 Don holds a bachelor's degree in business administration/accounting from California State University, Fresno, and a master's degree with a history concentration from Harvard University. BOBBY MAGEE Bobby Magee has 25 years of education and experience in financial services and management with a particular focus on local government procurement. Prior to his recent work as a consulting expert on procurement processes, reviews and systems, he had hands-on experience as a deputy county administrator, department director, purchasing supervisor, and fiscal agent and analyst. As a consultant, he has served as interim finance director and has worked on several procurement projects. Specific areas of responsibility included budget preparation, labor negotiations, interdepartmental coordination, fleet services, technology system conversions, administrative policies and regulations, and financial reporting. During his career, he directly supervised up to 30 employees. In purchasing, he has expertise in contract negotiations, federal grant requirements, bid processes, requests for proposals, capital project management, emergency management, and policies and procedures. Some of Bobby's successes include contract negotiations with the City of Stockton for a 13- branch library system in a highly -publicized request for proposals for countywide library operations; contract negotiations between the County of San Joaquin and its seven incorporated cities for the American Recovery and Reinvestment Act Justice Assistance Grant; and serving for almost a year as the interim director of veterans' services. Bobby also led the purchasing function at Foothill Transit through a transition from a contracted private industry employer to a governmental organization. In addition, he successfully developed the retirement system for all Foothill Transit employees during the same transition. He received both a BA and an MBA in business administration from the University of the Pacific in Stockton, California. Date: CONTRACT TRANSMITTAL FORM (Attach as cover sheet to Documents dropped off to City Clerk's Office) From (Dept.): C tZY MANAGE. Submitted by (First & Last Name): ' S N H G ' E M E !� Vendor: !AAVIAGV..,M-1I QAF%tNEV►%S Resolution: YES / Resolution No. (if applicable): 0 2 3 4 Originals Provided to City Clerk (circle quantity) Department has Copy / Duplicate Original Vendor has Copy / Duplicate Original rN9N/Am��,.�.�xxmtr\�Oi 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 MANAGEMENT PARTNERS Consultant Services Advisory Assistance on Insurance and Investments Esther Clemente (City Manager's Office) forwarded a duplicate original Agreement to Management Partners.