Management Partners - 2016 Agreement for Interim Public WorksAGREEMENT FOR SERVICES
(For contracts over $5,000 - CONSULTANT)
This AGREEMENT made this f day of December, 2016, between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONSULTANT: Management Partners, having a principal place of business at 2107 North
First Street, Suite 470; San Jose, CA 95131.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on December 15, 2016 and will continue in effect through
June 30, 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. Wit!
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.
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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 $95,000.00.
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.
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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 51,000,000 per occurrence for all damages
due to bodily injury, sickness or disease, or death to any person, and damage to property,
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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;
• 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.
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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
J.
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
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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 further 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. .
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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.
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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
�„wZ�t -L1
By: _
Name: Gerald E. Newfarmer
President and CEO
Title:
Social Security or Taxpa it I I��
Identification Number
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CITY:
CITY OF GILROY
By:
Name: Gabriel A. Gonzalez
Title: City Administrator
Approved a
City Attorney
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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 Greg Larson, and Glenn Roberts, 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, LeeAnn
McPhillips shall be the designated City contact person(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 further 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.
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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
I:M`TI 1n -2i N7_M 00 MAiI917:iT�11►FI 01 I
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.
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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.
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H. NOTICES.
Notices are to be sent as follows:
CITY: LeeAnn McPhilllins
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONSULTANT: Management Partners
Attention: Greg Larson, Partner
2107 North First Street, 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.
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EXHIBIT "B"
SCOPE OF SERVICES
Refer to the attached proposal for services for a scope of services to be covered by this
agreement.
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Management
Partners
December 7, 2016
Mr. Gabriel Gonzalez, City Administrator
Ms. LeeAnn McPhillips, Human Resources Director/Risk Manager
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
Dear Mr. Gonzalez and Ms. McPhillips:
Thank you for the opportunity to submit a proposal to provide management services consulting
for public works for the City of Gilroy. Management Partners has the expertise and skills
necessary to provide this assistance and we would be pleased to do so.
About Management Partners
Management Partners was founded in 1994 with a specific mission to help local government
leaders improve their service to the public. We are a national consulting firm headquartered in
Cincinnati, Ohio, with offices in San Jose and Costa Mesa, California. We have a well-
established track record of helping public sector organizations throughout the United States,
including all of the services provided by cities, counties, towns and special districts at the local
level.
During our more than 20 years of service, we have earned a national reputation by delivering
quality, actionable work products to our clients. We bring extensive experience to this project,
along with first -hand knowledge of local government operations. We are distinguished by the
fact that each team we assign is led and staffed by associates who have actual experience in
direct public service and experience working together as a team. The work we do is not an
academic exercise; it is grounded in the real world of customer service and accomplishment in
the public sector. As a result, we have a bias for producing value -added work for each client
that will be actionable, and will be implemented.
The firm is staffed with about 80 professionals who are experienced public service managers as
well as qualified management consultants. This group includes generalists as well as subject -
matter experts. Our consultants have years of experience working in all aspects of local
government management and have built a track record of extraordinary quality service for our
clients.
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/Ms. LeeAnn McPhillips
Page 2
The firm has extensive experience helping improve both the efficiency and effectiveness of local
government services. We have completed organizational staffing and improvement projects in
virtually every type of local government service, including reviews of entire governments as
well as selected studies of individual departments and functional activities.
Management Partners' services include everything required to support a local government
leader, elected or appointed. Our full range of services includes the following:
• Organizational Analysis and Performance Audits - Also called efficiency studies and
organizational reviews, identifies improvements to an operation's efficiency and
effectiveness.
• Performance Management - Encompasses a wide range of management tools that can be
and often are developed independently of one another, including: performance
management and measurement, process management, performance budgeting,
employee performance evaluation and strategic and process benchmarking.
• Process Improvement - Examines the processes by which customers are served, an
important technique for developing a program for operations improvement, including
process mapping.
• Strategic and Business Planning - Can be an important tool for focusing the efforts of an
organization and fostering communication between leaders, staff and important
stakeholder groups.
• Financial Planning. Budgeting and Analysis - Assists clients in analyzing their finances
and planning for the effective and efficient use of taxpayer or customer dollars.
• Organizational Development and Training - Helps clients develop organizational
capacity, a key to developing high performance organizations. Services include
executive coaching, customer service training, employee and customer surveys and
conflict management workshops.
• Sharing and Consolidation of Services - Offers a more efficient way to provide services,
particularly on a regional basis. Options range from the complete integration of
previously separate jurisdictions to sharing or consolidating the management of
individually delivered services and operations.
• Executive Recruitment - Identifies top candidates for chief executive officer positions
and department director level jobs in local governments.
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. Each of our projects is individually tailored to the unique needs of the client. We
have a deep understanding of the service environment of local government and we are proud to
say that as a result of our quality work, many of our clients ask us to complete subsequent
assignments.
D
Mr. Gabriel Gonzalez/Ms. LeeAnn McPhillips
Page 3
Understanding of the Engagement
The City has need for expert management services consulting assistance from Management
Partners in the City's public works related services. The following scope of work describes the
expert consulting services desired from Management Partners.
Review Public Works operations, with a particular focus on field services, to identify
opportunities for improvement, including staff development, reorganization, technology
utilization, performance measurement and process changes.
2. Provide expert advice and consulting services on specific projects and issues, including:
■ Public Works budget development and review of unfunded liabilities;
■ Consideration of a new Infrastructure Management System;
■ Pavement management and street resurfacing;
■ Pipeline replacement;
■ Inter- agency cost sharing and cooperative agreements for First Street projects; and
■ Land use development project review, including development agreements.
3. Provide staff development and training to Public Works staff as part a citywide focus on
succession planning.
4. Provide expert public works advice to City management, staff and other groups as needed.
Matters pertaining to personnel, such as discipline, hiring, or evaluations, are not part of the
scope or work, nor are execution of contracts or other written documents obligating the City.
Licensed engineers working for Management Partners will not execute or certify plans and
specifications, maps or other such documents on behalf of the City. All such items will be the
responsibility of the City Administrator or his designee.
The City anticipates needing Management Partners assistance for up to five months. The City
anticipates a need for our lead consultant to be available an average of four days per week, with
specific days and times established to meet the needs of the City, at Management Partners'
discretion. Our lead consultant and other Management Partners' team members will provide on-
site or off -site hours on an as- needed basis to ensure we meet the City's needs regarding project
deadlines. Our consultants will determine the method and manner of carrying out the work,
including when other experts from the firm are needed to assist with a project.
Consultants
We have a team of experts available for this engagement. We will assign Glenn Roberts as the
lead consultant, with Greg Larson providing general management, financial and environmental
services expertise as needed, and Paul Dornell providing utilities or maintenance operations
expertise as needed. Their qualifications are shown below. In addition, we have several other
Public Works expert advisors available including Cathy Lazarus, Rob Wilson and Jim Biery.
wu
Mr. Gabriel Gonzalez/Ms. LeeAnn McPhillips
Page 4
Other Management Partners consultants will be assigned on an as- needed basis, within the
budget specified by the contract, and with authorization by the City. Our commitment is to
provide high quality project assistance to the City of Gilroy.
Our consultants work for and at the direction of Management Partners. Glenn Roberts and all of
our other consultants report to Andrew Belknap, Regional Vice President of Management
Partners. Additionally, our consultants are part of our overall team and are available for
assignments on other engagements, consistent with our responsibility to the City of Gilroy, at
the discretion of Management Partners. Management Partners will provide a monthly report to
the City of Gilroy, summarizing the assistance our firm has provided.
We provide all insurance (including workers compensation, liability and professional errors
and omissions), training and administrative support (including company equipment such as
phones and computers) as necessary during the assignment.
Our consultants will use their Management Partners business cards and identify themselves as
consultants with our firm. If the City desires a working title for the convenience of others in the
City, then the title should also include "consultant/Management Partners" or "special advisor"
to clearly identify that the individual works for Management Partners and is not a City
employee. It is important to the City, our consultants and to our firm to be clear that we are
doing this work for the City as a firm and that our consultants work for Management Partners.
GLENN ROBERTS, SPECIAL ADVISOR
Glenn is a seasoned local government professional with extensive hands -on and management
experience in public works, engineering, transportation, maintenance and inter - agency
coordination. Most recently he was director of Public Works for the City of Palo Alto,
California, where he spent 17 years. Prior to that, he was in San Jose, where he rose over a 15-
year period from a senior engineer to assistant Director of Public Works. He is a professional
engineer, registered in California. Glenn received his BA in civil engineering from Santa Clara
University and his MA in civil engineering from San Jose State University.
GREG LARSON, PARTNER
Greg has 30 years of experience in leading, managing and supporting public, non - profit and
educational organizations. Most of his career was spent as a turnaround specialist, taking on
troubled organizations and issues, and then helping to restore them operationally, financially
and structurally. More recently he has been working with healthy organizations to meet
emerging challenges and new opportunities. Greg is a graduate of Stanford University and his
diverse experience includes rising from a legislative analyst to department head and deputy city
manager for the City of San Jose, twice serving as city manager (Milpitas and Los Gatos), twice
serving as director of Planning and Community Development (Scottsdale and Santa Cruz),
president & CEO of United Way Silicon Valley, and chief deputy controller for the State of
Mr. Gabriel Gonzalez /Ms. LeeAnn McPhillips
Page 5
California. He has also been active professionally as past president of Cal -ICMA, supporting
emerging young professionals through the Municipal Management Association of Northern
California (MMANC), and providing the opening invocation at the 2010 International
City/County Management Association annual conference.
PAUL DORNELL, SPECIAL ADVISOR
Paul has more than 35 years of local government management experience with several different
agencies, most recently with the City of Palo Alto, California. In Palo Alto, Paul served as public
works supervisor, public works superintendent and assistant director of public works with
responsibility for managing landfill operations, street sweeping, urban forestry, street
maintenance, traffic control, sidewalk, and storm drain functions. His efforts resulted in Palo
Alto becoming the first city in Silicon Valley to become accredited by the American Public
Works Association (APWA) for developing and following best management practices. Paul also
served as assistant director of utilities in Palo Alto, where he was responsible for a major
reorganization of the water, gas, wastewater, and electrical operations divisions.
Other Experts
Among our many other consultants who will be available to provide assistance as needed are
the individuals listed below.
• Jim Biery, P.E., Special Advisor (public works)
• Cathy Lazarus, Special Advisor (public works)
• Rob Wilson, P.E., Special Advisor (public works)
• Steve Toler, Special Advisor (finance)
• Dan Marks, Special Advisor (community development)
• Daren Fields, Senior Manager (executive coaching)
• Harrison Pugh, Management Analyst
Fee Proposal and Term of Engagement
Management Partners will provide public works related expert management consulting
services on an hourly rate plus mileage. During this engagement, the actual consultant hours,
along with mileage, will be reimbursed by the City of Gilroy at a rate of $125 per hour for Glenn
Roberts, Paul Dornell or Greg Larson. This is a discounted rate in recognition of the anticipated
duration of this project. Other consultants will be provided on an as- needed basis as requested
by the City at their regular hourly rates, ranging from $75 to $250 per hour depending on the
individual assigned to the project.
E
Mr. Gabriel Gonzalez/Ms. LeeAnn McPhillips
Page 6
It is anticipated that Management Partners services could be required for up to 22 weeks
through May 2017. A not -to- exceed contract amount of $95,000 includes anticipated charges for
services as well as limited travel expenses, primarily mileage to and from Gilroy and associated
meetings. Actual hours worked and expenses incurred will be invoiced monthly up to that
specified maximum.
Conclusion
We appreciate the opportunity to be of assistance to the City of Gilroy. Please feel free to contact
either Greg Larson (408- 761 -1326) or me if you have any questions about this proposal.
Best regards,
Gerald E. Newfarmer
President and CEO
Accepted for the City of Gilroy by:
Name:
Title. IYl1�
Date:
J
EXHIBIT "C"
MILESTONE SCHEDULE
n/a
4835 - 2267 -0361 v1
LAC104706083
EXHIBIT "D"
PAYMENT SCHEDULE
Consulting/advising hours and expenses incurred will be billed monthly by invoice.
4835 - 2267 -0361v1
LAC104706083
'T ®
ACORO CERTIFICATE OF LIABILITY INSURANCE
DATE (MM /DDIYYM
9119/2016
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. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER
NT CT
NAME:
PHONE (FAX No
The Hauser Group
8260 Northcreek Drive, Suite 200
Cincinnati OH 45236
E-MAIL
ADDRE s:
INSURERS AFFORDING COVERAGE
NAIC III
33SBAUG1832
INSURER A:Hartford Fire Insurance Co
19682
EACH OCCURRENCE
INSURED MANAG -2
INSURER B:LlOydS of London
X COMMERCIAL GENERAL LIABILITY
INSURER C:
Management Partners, Inc.
INSURER D:
1730 Madison Road
Cincinnati OH 45206
$300;000
CLAIMS -MADE F] OCCUR
INSURER E :
INSURER F:
COVERAGES CERTIFICATE NUMBER: 192446976 REVISION NUMBER:
THIS 1S TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED, BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE
A L
INSR
B
WVD
POLICY NUMBER
POLICY EFF
MMILDCA YY
POLICY.EXP
MMIDD
LIMITS
A
GENERAL LIABILITY
Y
Y
33SBAUG1832
.3/1/2016
3/1/2017
EACH OCCURRENCE
$1,000,000
X COMMERCIAL GENERAL LIABILITY
DAMAGE TO
PREMISES EaEoccurrence - -.
$300;000
CLAIMS -MADE F] OCCUR
MED EXP (Any one person ) _
$10,00 0
PERSONAL & ADV INJURY_
$1,000',000
GENERAL AGGREGATE
$2,000,000.
GEN'L AGGREGATE LIMIT APPLIES PER:
PRODUCTS - COMP /OP AGG
$2,000,000
$
POLICY PRO LOC
I
A
AUTOMOBILE
LIABILITY
Y
Y
33UECVG5096
3/1/2016
3/1/2017
Ea accident
$1,000,000
X
BODILY INJURY (Per person)
$
ANY AUTO
ALL OWNED SCHEDULED
AUTOS AUTOS
BODILY INJURY (Per accident)',
$
PROPERTY DAMAGE
Per accident
$
NON -OWNED
HIRED AUTOS AUTOS
$
A
X
UMBRELLA LIAR
X
OCCUR
Y
Y
33SBAUG1832
3/1/2016
3/1/2017
EACH OCCURRENCE
$3,000,000
AGGREGATE
$3,000,000
EXCESS'LIAO
CLAIMS -MADE
DIED X RETENTION$ 10,000
$
C
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN
ANY PROPRIETOR/PARTNER/EXECUTIVE
y
33WECBU6135
3/1/2016
3/1/2017
X WC STATU- OTH-
E.L.EACRACCIDENT
$1,000,000
OFFICER/MEMBER EXCLUDED? ❑
N/A
(Mandatory In NH)
E.L. DISEASE - EA EMPLOYEE
$1,000,000
If yes, describe under
DESCRIPTION OF OPERATIONS below
E.L. DISEASE - POLICY LIMIT
$1,000,000
B
Professional Liab
MPL1008388
6/20/2016
6/20/2017
Ea. Claim $1,000,000
Occurrence
Aggregate $1,000,000
Retro date 06 -20 -08.
Deductible $10,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required)
City of Gilroy, its officers, officials and employees are named as an additional insured, per the
attached endorsement
City of.Gilroy
7251 Rosanna Street
Gilroy CA 95020
ACORD 25 (2010/05)
1 U aays for non
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
UT
r/ /tt- wf✓'_�v
The ACORD name and logo are registered marks of ACORD
rights reserved.
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 modifies 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.
x