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Management Partners - Development Review Services
AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 19th day of September, 2016, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Management Partners, an Ohio Corporation, having a principal place of business at 2107 N. First Street, Suite 470, San Jose, CA. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on September 19, 2016 and will continue in effect through September' 18, 2017 unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall terminate this Agreement regardless of any other provision stated herein. Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT agrees to: Perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in Exhibit "C" ( "Milestone Schedule "). B. Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above - described services. CITY shall, have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT'S services. 4835- 2267- 0361v1 _1 LAC104706083 (Instructions Included) AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) [NOTE: This is for non - design professional (i.e., non - engineer, architect, or surveyor) contracts. For Construction Services, change CONSULTANT to CONTRACTOR throughout entire Agreement.] This AGREEMENT made this = day of �, 20_j„ , between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: [NOTE: The contracting party must be either an individual or a legal entity with the capacity to enter into contracts, such as a corporation, partnership or limited liability company. if an individual is simply doing business as "x", and "x" is not in itself a legal entity, then the contracting party is the individual, doing business as "x"] Management Partners, an Ohio corporation, having a principal place of business at 2107 N. First Street. Suite 470, San Jose, CA. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on q and will continue in effect through unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreeme ! terminate this Agreement regardless of any other provision stated herein. Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. 4842.5P2fi073vt -1- LA004706063 (Instructions Included) ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT agrees to: Perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit `S" ( "Scope of Services "), within the time periods described in Exhibit "C" ( "Milestone Schedule "). B. Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT'S services. C. Employment of Assistants CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability, insurance and other applicable withholding. D. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT'S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no event however shall the total compensation paid to CONSULTANT exceed $54.800. B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit "D ". No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in 4842.5942-6073VI LAW70 -2- 6083 C. Employment of Assistants CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT'S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no event however shall the total compensation paid to CONSULTANT exceed $54,800. B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit `'D ". No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit "A ", Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used 'or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be 4835- 2267 - 03610 _2_ LAM04706083 responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, arising out of any injury, disability, or death of any of CONSULTANT'S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be, unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, 4835- 2267 -03610 -3- LAM04706083 including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or -non- renewed, and not replaced with another claims -made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONSULTANT must purchase so called "extended reporting" or "tail" coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. As a condition precedent to CITY'S obligations under this Agreement, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONSULTANT'S payments; i CITY will not make state or federal unemployment insurance contributions on CONSULTANT'S behalf; • CITY will not withhold state or federal income tax from payment to CONSULTANT; • CITY will not make disability insurance contributions on behalf of CONSULTANT; • CITY will not obtain workers' compensation insurance on behalf of CONSULTANT. 4835- 2267 -03610 _4_ LAC104706083 ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT'S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of Consultant's Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY' receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. B. Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY,. at CITY'S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONSULTANT'S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT'S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C" which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT'S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY 4835 - 2267 -03610 _5_ LAC104706083 may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no farther expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT's duties by any new consultant hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys' fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. 4835 - 2267 -03610 LAC104706083 C. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which. are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. 4835- 2267 -03610 _�_ LAC104706083 H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: Management Partners By: _ Name Title: Gerald E. Newfarmer President and CEO Social Security or Taxpayer Identification Number 31- 1407585 4835 - 2267 -03610 -g- LAC104706083 CITY: CITY OF GILROY By: Name: Gabriel A. Gonzalez Title: City Administrator Approved as to Form City Attorney 4835 - 2267 -0361v1 LAM04706083 -9- (Instructions Included) K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: Management Partners By: d Name: Gerald E. Nvofkmer Title: President and CEO Social Security or Taxpayer Identification Number 31- 1407585 Approved as to Form City Attorney 4842 - 5942 -60730 _9 LAC \04706083 CITY: CITY OF GILROY By: Name: Title: ATTEST: City Clerk EXHIBIT "A" SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit "B ", Scope of Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Amy C. Paul, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written "Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Kristi Abrams shall be the designated City contact persori(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this Exhibit "A". B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any fin Cher costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "C ". IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. 4835 - 2267 -0361v1 LAC104706083 Direct expenses are charges and fees not included in Exhibit "B ". CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT'S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall -be a product of neat appearance, well - organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY'S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY's request. 4835 - 2267 -0361 v1 -2- LAM04706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.D of this Exhibit "A ". CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT: G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. 4835 - 2267 -03610 LAC104706083 H. NOTICES. Notices are to be sent as follows: CITY: Kristi Abrams City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Gerald E. Newfarmer President and CEO 2107 N. First St. Suite 470 San Jose, CA. 95131 I. FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. ® If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 1. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he /she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 4835 - 2267 -03610 -4- LAC104706083 EXHIBIT `B" SCOPE OF SERVICES 4835 - 2267 -0361 v1 _ 1 LAM04706083 i Management Partners Mr. Gabriel Gonzalez City Administrator City Hall 7351 Rosanna Street Gilroy, CA 95020 Dear Mr. Gonzalez: September 9, 2016 Management Partners is pleased to have been selected through the City's request for qualifications (RFQ) process. Based on our discussions with you and your staff, we have revised our original scope to concentrate on the development review process. As we proceed with that work, we will examine staffing and how services are delivered with the goal of identifying optimum staffing and process improvements. Activity 1: Start Project and Gather Information Management Partners will begin this project with a careful learning phase, starting with a meeting with you, the leaders of the development review process, and others you may designate to ensure we have a clear understanding of your objectives. During the kick -off meeting we will confirm the work plan and schedule so our proposed scope of work is aligned precisely to meet your goals and objectives. The project start -up activity will form the foundation for the partnership between our project team and the City. We understand that the work associated with this review is in addition to the normal work of the organization and must be integrated in a way that minimizes disruption. Throughout the project we will keep you informed of our progress. During this activity we will also request and review relevant background information such as organization charts, job descriptions, workload information, historical budget and staffing data, performance indicators, and policies and procedures. We will proceed with confidential interviews with up to 15 individuals or small groups of managers and supervisors to obtain a thorough overview of the development review process as well as an understanding of how the work is accomplished. During interviews we will seek input about ideas for improvement and suggestions to optimize efficiency. 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. Gabriel Gonzalez Page 2 Activity 2: Analyze Current Operations Management Partners will review and analyze the City's existing policies, procedures, strategies and performance data, including how work is planned and managed. Through this analysis, we will identify how well current Community Development policies and procedures promote consistent customer service and transparent workflow. In addition to reviewing the use of information technology, we will observe counter operations to understand how customers are served and the types of information available to them both electronically and in print. We will also observe the Technical Advisory Committee and Development Review Group meetings to understand how internal decisions are made and shared with customers. As part of this activity, we will also assess staffing needs, paying particular attention to whether vacant positions should be filled as configured. We will also examine the use of contract employees and, as appropriate, make recommendations about the best use of permanent staff positions and contractors. The information obtained from department managers and key process staff will be complemented by interviews with applicants and stakeholders in Activity 3. Doing so will round out Management Partners' team members understanding of information and communication important to the submission of complete applications and timely reviews. Activity 3: Solicit Stakeholder Input During this activity we will solicit input about what is working well with the development review process and ideas for improvement from customers and staff. To understand the effectiveness of any service operation, it is important to hear from those who use the service. Given the nature of a city development review process, we know that confidential individual interviews provide the best means to hear from a representative sampling of different types of major customers. Management Partners will conduct up to 12 customer interviews to understand how frequent applicants and users of the development process view the City's service. An important step to understanding the customer perspective is to ask: How well does it work? We will conduct individual interviews with developers, architects, engineers, and contractors selected by the City to ascertain their perspectives about perceived strengths, weaknesses and opportunities for improvement. We will inquire about their experiences with customer service, cycle times, fees, process complexity and transparency, and any other issues and insights they think relevant to the analysis. Since there are differences in perspective among users and various types of interactions within the City, care will be taken to reflect this diversity in the group of process users asked to participate in interviews. Management Partners' team members are skilled at conducting confidential interviews and in sifting the resulting input to inform the overall process of learning. To assure and preserve participant confidentiality we will work closely with the City's project manager to establish an appropriate location for the meetings. Upon completion of the interviews we will prepare a summary of common themes, which will be included in the project report. J Mr. Gabriel Gonzalez Page 3 Because the department suffered from major staffing cuts during the recent recession, we understand that staff has been stressed. We know that employees in every organization have sound suggestions for making positive changes and this review provides an opportunity to hear their ideas and opinions about what is working well and what could be improved. We will prepare and administer a confidential survey of Community Development Department employees to learn their views and to solicit their suggestions. We will work with the City to encourage all employees to participate. Once the survey is concluded, we will prepare a summary of the results and include it as part of the project report. Activity 4: Prepare Process Maps During this activity we will conduct meetings with frontline and supervisory staff to map the key business processes. We will involve representatives from the various departments and programs, as necessary to get a full picture of the major processes. We anticipate creating as many as 17 process maps. Doing so will provide useful insight about staff functions, tasks, and relationships used in work processes and will identify redundancies, process flow bottlenecks, inefficiencies in communication and the use of staff, technology, and other resources key to assisting development review customers. Once we have a draft set of process maps, we will return them to City staff for feedback and validation. We will then meet to hear about adjustments to ensure they reflect current processes. As we develop the maps we will discuss existing tools and technology used in customer service functions and intra - department interfaces. We will also take time to explore the root causes of specific issues and better understand observations that emerge from the interviews. Activity 5: Report Results Management Partners will next focus on analyzing the information we obtained from all sources. We will evaluate what staffing levels are needed to provide excellent customer service and meet the City's future requirements as well as provide recommendations about operational improvements resulting from interviews and best practices. Once we have analyzed the information, we will organize our observations and preliminary recommendations and meet with you and your staff to discuss them. The discussion and feedback will provide valuable information that will be useful as we prepare the project report. After receiving feedback, we will prepare a project report reflecting our analysis with recommendations to optimize the development review process as well as staffing. We take pains to ensure that our recommendations are organized in an easy to understand format and presented in a positive manner. We will review the draft report with you and appropriate managers to ensure factual accuracy prior to preparing the final project report but of course Management Partners takes responsibility for the ultimate content of our report. Our expectation is that every recommendation in the report will, once implemented, improve the efficiency or effectiveness of operations. J Mr. Gabriel Gonzalez Page 4 Activity 6: Support Implementation To help the City execute the recommended changes, Management Partners will prepare a draft Implementation Action Plan (IAP). The action plan is an executable plan of work that provides a schedule, milestones, priority, and assigned responsibility for each recommendation. The IAP will be delivered in draft form, recognizing that an adopted implementation plan must contain actual dates for completion, and to set those dates, management will need to consider how to integrate the work of the draft Action Plan with the ongoing work of the City organization, and particularly the departments involved with development review. Cost Proposal Management Partners estimates that 348 hours will be required to complete the project described in the scope of work above. The following table shows a breakdown of the cost for each activity that will be undertaken. Activity 1: Start Project and Interview Staff Cost $ 10,510 2: Analyze Current Operations 7,540 3: Solicit Stakeholder Input 7,120 4: Prepare Process Maps 15,870 5: Report Results 11,360 6: Support Implementation 2,400 Total $54,800 Conclusion We are pleased to provide this scope of work to you. Once we receive a notice to proceed we will develop a draft schedule and provide it for discussion at the kickoff meeting. Please do not hesitate to call Amy Paul (513) 309 -3709 or me if we can answer any questions about this scope or the work we are anticipating. We look forward to the opportunity of working with you and your staff. Sincerelv, Gerald E. Newfarmer President and CEO Accepted for the City of Gilroy by Name: Title: r- y ti _ Date: 4 ka( �. J EXHIBIT "C" MILESTONE SCHEDULE Milestone Cost 1: Start Project and Interview Staff $ 10,510 2: Analyze Current Operations 7,540 3: Solicit Stakeholder Input 7,120 4: Prepare Process Maps 15,870 5: Report Results 11,360 6: Support Implementation 2,400 Total 4842 - 5942.6073x1 LAM706083 $54,800 (Instructions Included) EXHIBIT "C" MILESTONE SCHEDULE 4835- 2267 -0361 v1 _ l LAC104706083 Work Plan and Schedule Page 3 Project Description: The City of Gilroy has engaged Management Partners to assess the development review process, including staffing needs, to optimize service delivery and enhance customer service. ft; Activity Tentative Schedule 1: Start Project and Interview Staff September 21 to October 7, 2016 a) Hold kickoff meeting b) Finalize work plan and schedule Kick -off Meeting: September 21, 2016, 10:30 c) Prepare document request a.m. to Noon d) Conduct interviews Activity 2 — Analyze Current Operations October 3 to October 31, 2016 a) Observe counter operations b) Observe Technical Advisory Committee and Development Review Group meetings c) Review use of information technology d) Assess availability and quality of customer information e) Identify staffing needs, including whether vacancies should be filled as currently configured f) Assess use of contract employees Activity 3 — Solicit Stakeholder Input September 21 to November 4, 2016 a) Identify representative sample of users of development review services /invite their participation Hold customer interviews week of October 17 b) Conduct interviews (Note: neutral location is needed) Issue employee survey week of October 17, c) Design and administer employee survey close survey by October 28, 2016 d) Analyze data and summarize results Activity 4 — Prepare Process Maps October 17 to November 11, 2016 a) Identify staff participants for process maps b) Return maps for staff to validate Based on 17 process maps c) Revised /finalize process maps based on feedback Activity 5 — Report Results November 18 to January 2, 2017 a) Prepare and discuss observations and preliminary Meeting to discuss observations in late recommendations November b) Prepare and discuss draft project report Other meetings TBS in December c) Finalize and deliver final report Deliver final report by end of January 2017 Activity 6 — Support Implementation January 16 to January 30, 2017 a) Prepare Implementation Action Plan (IAP) Issue IAP by end of January 2017 b) Review IAP with City ft; EXHIBIT "D" PAYMENT SCHEDULE 4835 - 2267 -0361v1 LAC104706083 Mr. Gabriel Gonzalez Lk�k ( 31- j y ..... u. LLVLLy ulad W111 ve unciertaken. 1: start Project and interview Staff $ 10,510 7,540 2: Analyze Current Operations 7,120 3: Solicit Stakeholder Input 15,870 4: Prepare Process Maps 11,300 5: Report Results 2,400 6 Suppo t Implementation $541800 Tntal ACORU® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDnYrY) 9/19/2016 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 be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. 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EACH ACCIDENT $1;000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) N describe under DESCRIPTION OF OPERATIONS below NIA E.L. DISEASE - EA EMPLO _ i $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 B Professional Liab MPL1008388 6/20/2016 6/20/2017 Ea. Claim $1,000;000 Occurrence Retro date 06 -20 -08 Aggregate $1,000,000 Deducdbie $10,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) Services agreement: Development Review Improvement City of Gilroy, its officers, officials and employees are named as an additional insured, per the attached endorsement ' GCK I Ir ItiA l r. HULUtK City of Gilroy 7251 Rosanna Street Gilroy CA 95020 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 , 9. ` �/"' ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD Management Partners Inc. POLICY NUMBER: 33SBAUG1832 Effective: 03 -01 -2016 Expiration: 03 -01 -2017 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modes insurance provided under the following: Additional Insured - Person or Orgnization Scheduled as follows: Services agreement: Development Review Improvement City of Gilroy 7251 Rosanna Street Gilroy CA 95020 Form IH 12 01 11 85 Printed in U.S.A. `:f„