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Contract - BHI Management Consulting - 2009-02-26h • AGREEMENT FOR CONSULTANT SERVICES This Agreement is made and effective as of February 26, 2009, between the Costa Mesa Sanitary District, a sanitary district ("District"), and BHI Management Consulting, a Consultant ("Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: Recitals WHEREAS, BHI Management Consulting is a management consulting company which seeks to meet with individual members of the governing body of a public agency in an effort to establish mission statements and multi-year strategic plans; and WHEREAS, Consultant specifically intends to meet with individual Board Members serially to discuss such matters; and WHEREAS, the Robert M. Brown Act (Government Code § 54950, et seq.) prohibits "seriatim meetings in which a collective concurrence is obtained by the use of a third party intermediary"; and WHEREAS, Consultant is aware of such law and agrees not to violate the law by sharing with each Board Member what another Board Member would agree to in such a way that a collective concurrence is obtained outside a properly noticed Board meeting in which the public is able to witness their public officials as they interact; NOW, THEREFORE the parties hereto do hereby agree as follows: 1. TERM This Agreement shall commence on February 26, 2009, and shall remain and continue in effect until tasks described herein are completed as stated in the proposal dated February 18, 2009, unless sooner terminated pursuant to the provisions of this Agreement. 2. SERVICES Consultant shall perform the tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. Consultant shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A. 1 3. PERFORMANCE Consultant shall, at all times, faithfully, competently and to the best of his/her/its ability, experience, and talent perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement. 4. DISTRICT MANAGEMENT District's Manager shall represent District in all matters pertaining to the administration of this Agreement, review and approval of all products submitted by Consultant, but not including the authority to enlarge the Tasks to be Performed or change the compensation due to Consultant. The District Manager shall be authorized to act on District's behalf and to execute all necessary documents which enlarge the Tasks to be Performed or change Consultant's compensation, subject to Section 5 hereof. 5. PAYMENT (a) The District agrees to pay Consultant in accordance with the tasks as set forth in Exhibit A attached hereto and incorporated herein by this reference as though set forth in full, upon completion of the task. This amount shall not exceed Twenty-One Thousand Dollars ($21 ,000.00) for the total term of this Agreement unless additional payment is approved as provided in this Agreement. Said sum includes travel and other costs. (b) Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the District Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by District Manager and Consultant at the time District's written authorized is given to Consultant for the performance of said services. The District Manager may approve additional work not to exceed the greater of Ten Thousand Dollars ($10,000.00) or two percent (2%) of the total contract sum. Any additional work in excess of this cumulative amount shall be approved by the Board of Directors. (c) Consultant will submit invoices upon task completion. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If the District disputes any of Consultant's fees, it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. 2 6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE (a) The District may, at any time, for any reasons, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the District suspends or terminates a portion of this Agreement, such suspension or termination shall not make voice or invalidate the remainder of this Agreement. (b) In the event this Agreement is terminated pursuant to this Section, the District shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the District. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the District pursuant to Section 5. 7. DEFAULT OF CONSULTANT (a) The Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, District shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's control, and without fault of negligence of the Consultant, it shall not be considered a default. (b) If the District Manager or his/her delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall cause to be served upon the Consultant a written notice of the default. The Consultant shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the District shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 8. OWNERSHIP OF DOCUMENTS (a) Consultant shall maintain complete and accurate records with respect to the professional services required by this Agreement and will produce the work product specified in Exhibit A and other such information required by District that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All 3 such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of District or its designees at reasonable times to such books and records; shall give District the right to examine and audit said books and records; shall permit District to make transcripts therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. (b) Upon completion, termination or suspension of this Agreement, all work produce reduced to any medium and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the District and may be used, reused or otherwise disposed of by the District without the permission of the Consultant. With respect to computer files, Consultant shall make available to the District, at the Consultant's office and upon reasonable written request by the District, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 9. INDEMNIFICATION (a) Indemnification for Professional Liability. When the law establishes a professional standard of care for Consultant's services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless District and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses, including attorney's fees and costs to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless District, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorney's fees and costs, court costs, interest, defense costs and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including, but not limited to, officers, agent, employees or subconsultants of Consultant. 4 10. INSURANCE Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this Agreement. Such coverage shall provide automotive, commercial general liability and professional error coverage, if appropriate. 11. INDEPENDENT CONSULTANT (a) Consultant is and shall at all times remain as to the District a wholly independent Consultant. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither District nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the District. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against District, or bind District in any manner. (b) No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, District shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for District. District shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. 12. LEGAL RESPONSIBILITIES The Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times, observe and comply with all such laws and regulations. The District, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this Section. 13. UNDUE INFLUENCE Consultant declares and warrants that no undue influence or pressure has been used against or in concert with any officer or employee of the Costa Mesa Sanitary District in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement or financial inducement. No officer or employee of the Costa Mesa Sanitary District will receive compensation, 5 • directly or indirectly, from Consultant, or from any officer, employee or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the District to any and all remedies at law or in equity. 14. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES No member, officer, or employee of District, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Project during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceed thereof, for work to be performed in connection with the Project performed under this Agreement. 15. RELEASE OF INFORMATION / CONFLICTS OF INTEREST (a) All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without District's prior written authorization. Consultant, its officers, employees, agents or subconsultants, shall not without written authorization from the District Manager or unless requested by the District Counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement or relating to any project or property located within the District. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives District notice of such court order or subpoena. (b) Consultant shall promptly notify District should Consultant, its officers, employees, agents or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, requests for admissions, or other discovery request, court order, or subpoena from any person or party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the District. District retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing, or similar proceeding. Consultant agrees to cooperate fully with District and to provide the opportunity to review any response to discovery requests provided by Consultant. However, District's right to review any such response does not imply or mean the right by District to control, direct, or rewrite said response. (c) Consultant covenants that neither he/she nor any officer or principal of their firm have any interest in, or shall acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of their services hereunder. Consultant further covenants that in the performance of this Agreement, no person having such interest shall be employed by them as an officer, employee, agent or subconsultant. Consultant further covenants that Consultant has not contracted with nor is performing any services, directly or indirectly, with any developer(s) and/or 6 • property owner(s) and/or firm(s) and/or partnership(s) owning property in the District or the study area and further covenants and agrees that Consultant and/or its subconsultants shall provide no service or enter into any agreement or agreements with a/any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the District or the study area prior to the completion of the work under this Agreement. 16. NOTICES Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given by: (i) personal service, (H) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice: To District: Costa Mesa Sanitary District 628 West 19th St Costa Mesa, CA 92627 Attn: District Clerk To Consultant: BHI Management Consulting 2459 Neptune Ct., Suite 110 Tracy, CA Attn: Brent H. Ives 17. ASSIGNMENT The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the District. Because of the personal nature of the services to be rendered pursuant to this Agreement, only Brent Ives shall perform the services described in this Agreement. Brent Ives may use assistants, under its direct supervision, to perform some of the services under this Agreement; however, all client contact and interaction regarding professional services shall be provided by Brent Ives. Consultant shall provide District fourteen (14) day's notice prior to the departure of Brent Ives from Consultant's employ. Should he/she leave Consultant's employ, the District shall have the option to immediately terminate this Agreement, within three (3) days of the close of said notice period. Upon termination of this agreement, Consultant's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the Board of Directors and the Consultant. 7 • 18. LICENSES At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 19. GOVERNING LAW The District and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior or federal district court with jurisdiction over the Costa Mesa Sanitary District. 20. ENTIRE AGREEMENT This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 21. CONTENTS OF REQUEST FOR PROPOSAL AND PROPOSAL Consultant is bound by the contents of Exhibit A hereto and incorporated herein by this reference and the contents of the certified minutes of the January 27, 2009 meeting of the Costa Mesa Sanitary District Board of Directors, Exhibit A hereto. In the event of conflict, the requirements of District's Request for Proposals and this Agreement shall take precedence over those contained in the Consultant's proposals. 22. MODIFICATION No modification to this Agreement shall be effective unless it is in writing and signed by authorized representatives of the parties hereto. 8 23. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of Consultant warrants and represents that he/she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. 24. INTERPRETATION In the event of conflict or inconsistency between this Agreement and any other document, including any proposal or Exhibit hereto, this Agreement shall control unless a contrary intent is clearly stated. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed this day and year first above written. COSTA MESA SANITARY DISTRICT BHP MANAGEMENT CONSULTING 13/1•154-44 - --L44---- District nager Signature Brent H. Ives ATTEST: Typed Name Ott/x4"b Principal Distri Clerk Title APPRO D AS TO FORM: District Counsel 9 EXHIBIT "A" • -- Proposal -- Professional Services for a Two to Three-year Integrated Strategic Plan for the Costa Mesa Sanitary District Costa Mesa, CA • Revised on February 18, 2009 BHI Management Consulting NOM • uxh 2459 Neptune Cr., Suite 110 , :•C '' 'fa , ye • H '1 Tracy, Co. .... " ; '� (209) 835-3772 ',4*jx�tpy,.. hrent @ bhiconsul ring.cone Overview of Amendment and Scope of Project: The objective of this proposal is to outline professional services to the Costa Mesa Sanitary District (District) for assistance in the preparation of an integrated two to three- year Strategic Plan (Plan) with five-year goals. Brent Ives (Consultant), Principal of BHI Management Consulting, will be the primary consultant on this project. BHI's effort and scope of work will be organized in the following manner. Strategic Planning utilizing the integrated model herein brings a number of benefits for a public agency. It allows for the members of the elected Board/Council to engage at the appropriate level, in the creation and understanding of a true Mission and Vision for the agency. It also allows for the professional staff to do what they do best, organize and implement positive and productive work programs in support of the Mission and Vision. The action oriented strategic plan allows for linkage between the foundational statements of Mission and Vision to actual work plans, projects and initiatives that move an agency forward. This proposal promotes a two to three-year strategic plan that also creates clarity and buy-in for all involved by allowing for numerous stakeholders to be involved in the agency's future. In this case, the Plan will use as a basis the discussion items that were developed by the Board and staff on November 17. It is anticipated that these tasks will be integrated into the resultant comprehensive Plan. The resultant Plan becomes the "way we plan here" for agencies, provided they fully implement its benefits. Since this Plan creates a clear view into the five-year future for all involved, it truly eliminates many of the misunderstanding, direction and communications issues facing public agencies today. --BHI Management Consulting-- (209)740-6779 :Casio Mesa Santa District November 4 2Q0$ It is based on the knowledge that the District desires a comprehensive and integrated • Strategic Plan that our proposal is so structured. As such, there is work proposed to gather input from employees to gain their perspective on District future, this allows for better buy-in for the strategy. There is also work proposed to allow the Consultant to spend time with both senior staff and individual Board members to gain their perspective on the true Mission of the District, allow for them to consider a Vision for the District and develop their perspectives on District strengths, weaknesses, opportunities and threats (SWOT). All of this input allows for the Consultant to make better use of the time spent in the Board workshop and allow for the Board to be fully prepared and fully engage in the process at the right level. Task Detail The work outlined herein is generally divided into 3 phases: 1. Information Gathering 2. Board Strategic Planning Session 3. Plan Development MISSION o S3 INPUT DEE[I I,' • STAKEHOLDERS `tiL v ..S; s / \ ' 1° t SAMPLE __ STRATEGIC GIC ELEMENTS \' t _ Fire ice Infrastructure Clegnikzat ion Partnership AJm m on Regulatory Retetions Gaf h.a .'''' Gan G %. hortV Gn4ry W+ O'n rt`�✓ 0�%+Coa �Gt`.Kn,nvn Co".wi Gq:ryat STRATEGIC ACTIONS V I v ! ' 1 1 FIVE YEARLY WORKPLANS The detail of these three phases is outlined below. la. Conduct initial meetings with General Manager, key staff and Board sub-committee members to discuss background, to develop the specific approach and discuss key coverage areas for inclusion in the plan. Throughout the process this group may act as a Steering Committee for the Plan. 2 --BM Management Consulting-- (209)740-6779 Est r Mesa_ anita istrict November 24_2008 lb. Conduct a meeting(s) with District employees to gather their thoughts and perspectives regarding future District-wide vision, initiatives and strategy, while allowing their integration into the planning process. This step allows for employees to be a part of planning the agency's future, which develops better buy-in for the final product lc. Conduct individual interviews for each Board member to gather their thoughts and perspectives regarding the future of the District and collect their individual vision for the future. District strengths, weaknesses, opportunities and threats will also be considered. This step allows for the Board to fully engage and for the Consultant to be fully prepared for the workshop and make best use of the time. 2. Conduct a Strategic Planning study session (estimated 6-8 hours) with the Board including the following elements. - Using PowerPoint discussion tools, re-visit, refine, clarify any current, or develop new, Mission statement, Vision statement and Core Values of the District. - Discuss and organize key pre-planning discussion items within the five-year planning horizon. Develop the strategic objective and strategy statement for each item as a team. - Work on the organization of plans and strategies necessary to support a 2-year Plan with a five-year workplan. 3a. Work with Steering Comm. (named above) to produce progressive stages of the plan through to final draft phase. Taking the workplan to employees might be integrated into this activity to assure plan veracity and employee buy-in (Optional). This is anticipated to comprise 2-3 meetings of this committee, generally on a bi-weekly frequency. 3b. Consultant will make a briefing presentation of the initial draft to the Board for "tone check" to assure that the Plan is headed in the direction expected. It is expected that the consultant will be present for this presentation 3c. Consultant to provide a PowerPoint type presentation briefing of the final draft for Staff to present to the Board. 3d. Print and provide 7 bound copies of final Plan to the District along with electronic version on CD in Microsoft Word and .PDF formats. Note: (BHI Management Consulting may utilize associate consultants to assist during planning sessions and steering committee work.) 3 --BHI Management Consulting-- (209)740-6779 Costa Mesa Sanitary District November 24., 908 Preliminary Schedule (dates approximate): Engagement begins approximately two to three weeks from receipt of this signed agreement. The schedule outlined herein is divided into the typical 3 phases: 1. Information Gathering 2. Board Strategic Planning Workshop 3. Document Development The estimated schedule of these three phases is broken down below. Timeframes stated depend heavily on availability of Board and Staff at the times proposed. Task Set Schedule: (based on notice to proceed in mid-December) I a. Initial meetings with Sr. Staff(Steering Comm.) February lb. Conduct employee session(s) February lc. Board interviews February 2. Conduct Strategic Planning workshop (Board/Sr. Staff) February-March 3a. Meet with Steering Comm. to draft the plan (3-4 meetings) March-April 3b. "Tone-check" meeting with the Board April 3c. Final plan to Board for approval April-May Terms and Conditions: MI Management Consulting shall perform above services as agreed under authorized signature amendment of the District. Consultant shall not begin work until receipt of signed agreement. Billing shall be monthly. The estimated costs per phase below are an estimated spread of hourly costs across the BHl organization. The cost for the three phases will generally be broken down as follows: 1. Information Gathering 35% 2. Workshop 25% 3. Plan Development 40% Effort will be spread not to exceed the agreed amendment amount. Signature lines are provided below. 4 -- BM Management Consulting-- (209)740-6779 Costa Mesct_Sanitary Distric November 24 2 Costs and Rates: The total cost of the effort to support the scope described herein is (including travel) not to exceed $21,000.00, with estimated expenses as outlined in Table 1 below with billing as shown in Table 1. Estimated breakdown of known costs are outlined in Table 1 below. Table 1 —Task Specific Cost Estimate Breakdown Principal(Ives) Sr.Consultant Editor LaborHours/task • Costa Mesa Sanitary Dishict 41$220/hr. @5110/hr. @$65/hr. Total Task Cost ., Comments TASKS Hours Hours Hours _ • Information Gathering Phase 26 I 0 36 $ 6.820.00 Workshop and Preparation I6 8 0 24 $ - '4400.00 Document Developnient 30 0 8 38 $ . 7,120.00 0 $ . TOTAL PLAN:, • _ , 72 18 • 8 i 98 H $ 18,340.00 ESTIMATED EXPENSES Time.or Expense- Cost per Cost Cost.Total Trips can vary _ . - - and many • _ 6 visits Con times multiple• • - . Travel expense for in- estimated clients allow Travel miles - District visits $450/trip 2700 $ • 2.700.00 for less cost . Reproduction' • - - 350 $ 350.00 Office Supplies and - telephone costs - - 200 $ ' 200.00 TOTAL ESTIMATED EXPENSES 0 . . -0 3250 0 - $ , _3,250.00 Additional tasks, not covered specifically by this amendment may be added by contract addendum.The undersigned parties agree to the terms and conditions of the workscope as described in this amendment. Authorization: Akti-a- 3(� °°� YJALL4- 3(3/D7 Robin Hamer Manager/District Engineer Date Brent H. Ives, Principal Date Costa Mesa Sanitary District BHI Management Consulting Costa Mesa, CA Tracy, CA 5 --BHI Management consulting-- (209)740-6779 •Costa•MesaSmtitariDistric! November 24 2008 Bio of Primary Consultant: BHI brings unique qualifications to this project by a dual perspective approach to the process of drafting such statements that are both practical and useful. Mr. Brent Ives has worked with numerous Special Districts and Cities across the state dealing with organizational issues primarily in optimizing operational approach for each Agency as needed. BHI is currently engaged with two similar projects with California special districts on strategic planning. Additionally, Brent serves as a faculty member on the Special Districts Governance Academy for Special District Board members;teaching classes in the "Foundations of Governance", "Setting Direction and Community Leadership" and "The Board's Role in Human Resources". Brent has taught representative Board members and staff from over 100 Districts across the state and Oregon. He is educated in Organizational Behavior at the University of San Francisco, 26 years experience as a technical manager for the Lawrence Livermore National Laboratory and 14 years as a City Council Member in the City of Tracy California. He is currently the elected Mayor of Tracy, California and a member of the Altamont Express (commute rail service) commission and Chairman of the South County Fire Protection Authority in San Joaquin Count and Chairman of the Council of Governments for San Joaquin County. Since 1996, BHI Management Consulting has been a recognized firm that primarily serves Special Districts in California with issues such as organizational performance, strategic planning, Board effectiveness, employee performance management, supervisor training and executive search. Brent's broad experience in organizational effectiveness governance and management will aid in leading the Agency through a proven strategic planning process. CURRENT PROJECTS: Orange County Sanitation District(Mr. Bob Ghirelli. Assistant General Manager, (rghirelli @OCSD.com), 714-593-7400 - BM was engaged to assist the with a Strategic Plan for this prestigious organization in 2007 and again in 2008 for the Plan's annual update(2.5 million served with sanitation services nearly all of Orange County, California). Brent has worked, and is currently working with, the Board of Directors in a series of workshops (25 members from various member agencies (Mayors, Council Members and County Supervisors), along with leading the Executive Management Team of the agency to complete its multi-year Strategic Plan. Brent is the Principal consultant for this project. Dublin San Ramon Services District, (Water and Sanitary Services) (Mr. Bert Michalczyk, General Manager, (michalczyk @dsrsd.com), 925-828-0515 — Currently on final stages of performing background reviews and meeting with senior staff in preparation for emerging phases of the project of developing a five- year Strategic Plan for the District with provides sanitary sewer services for 6 -- IIHl Management Consulting-- (209)740-6779 o to Me . cr 't Di 1ri Nrv'rn• r24 211: • 120,000 in the Dublin-San Ramon Valley in Northern Ca. Brent is the Principal consultant for this project. ($49,000) Las Gallinas Valley Sanitary District, Mr. Mark Williams. General Manager, (mwilliams @lgvsd.org), 415-472-1734, - Very small agency currently in the final stages of completing the five-year Strategic Plan for this agency. ($19,450, including expenses) Jurupa Community Services District, Mr. Eldon Horst. General Manager, ehorst @jcsd.us), 951-685-7434— A mid-sized District that provides water, sanitary, lighting and landscape and other services to its community. BHI is assisting the District with a comprehensive five-year Strategic Plan. ($33,555 including expenses) SIMILAR PAST ENGAGEMENTS AND EXPERIENCE: Numerous others upon request. Mt. View Sanitary District(Mr. Dave Contreras, General Manager, (925-228- 5635. x-32) Performed organizational analysis, reworked job descriptions, created a full five-year Strategic Plan for the District. Big Bear City Department of Water and Power, Mr. Bill LeHaye. Interim General Manager. (Lahayeb @CITYBIGBEARLAKE.com), 909-866-5050, Assisted the Department with a three-year project oriented Strategic Plan to assist the agency with prioritization and direction. Project currently in final stages of drafting. ($16,500, including expenses) Tuolumne Utilities District, (Water and Sanitary Services) (Mr. Pete Kama. General Manager. (pkampa @tuolumneutilities.com). 209-536-6485 — In final stages of the project of developing a five-year Strategic Plan for the District. Plan includes sections for both water and sanitary services. The public, employees and partner agencies provided their input to the Plan through pre-workshop meetings. ($33,000 including expenses) Palmdale Water District (Mr. Raul Figueroa, Board President, Mr. Dennis LaMoreaux, General Manager, (661-947-4111). Performed numerous organizational services including a full five-year Strategic Plan, employee survey, organizational review, supervisory training, and employee performance appraisal rework. 7 --13111 Management Consulting-- (209)740-6779 EXHIBIT "B" ACORa 'CERTIFICATE OF LIABILITY INSURANCE OP ID JK DATE(MM/DDNYYY) BHIMA-1 03/04/09 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE - Sweet & Baker Ins. Brokers Inc HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR 44 Second Street ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. San Francisco CA 94105-3440 Phone: 415-512-2100 Fax:415-512-1115 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: The Hartford 29424 INSURER B: AXIS Surplus Insurance Cmpany Bill Management Consulting Attn: Brent H. Ives INSURER C: 2459NeptuneCt., Suite #110 INSURED Trac y CA 90 INSURER E: COVERAGES — 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.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1N5•r.Up'U . . LTR NSRC TYPE OF INSURANCE POLICY NUMBER DATE(MMIDD/YY) DATE(MM/DD/YY)N LIMITS GENERAL LIABILITY EACH OCCURRENCE s2,000,000 A X X COMMERCIAL GENERAL LIABILITY 57SBAAV3592 11/10/08 11/10/09 PREMMISEEsssaoccuerwe) $ 300,000 CLAIMS MADE X OCCUR MED EXP(Any one person) $ 10, 000 PERSONALS ADV INJURY $2,000,000 GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 4,000,000 X I POLICY PRO- JECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS 57SBAAV3592 11/10/08 11/10/09 (Per Person) A X HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR f CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND WLSIAIU- OlH- EMPLOYERS'LIABILITV TORY LIMITSI ER ANY PROPRIETOR/PARTNER/EXECUTIVE EL EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? EL DISEASE-EA EMPLOYEE $ IIVV s,desc ROVISIer SPECIAL PROVISIONS below EL DISEASE-POLICY LIMIT $ OTHER B Professional Liab. PHSD339804 08/23/08 08/23/09 Limit 1, 000,000 Retention 5,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Certificate holder is named as Additional Insureds regarding General Liability only as respects work performed by the Named Insured. *10 day cancellation notice applies to non payment of premium. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30* DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL Costa Mesa Sanitary District IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR 628 W 19th St Costa Mesa CA 92627 REPRESENTATIVES A ED REPRESEIiOCTIVa ACORD 25(2001/08) ©ACORD CORPORATION 1988 EXHIBIT "C" ' • MINUTES OF THE COSTA MESA SANITARY DISTRICT COSTA MESA, CALIFORNIA January 27, 2009 A Special meeting of the Board of Directors of the Costa Mesa Sanitary District was held on January 26, 2008, at 6:00 p.m. at 628 W. 19th Street, Costa Mesa, California. Directors present: Arlene Schafer, Robert Ooten, Gary Monahan, James Ferryman, Arthur Perry, Directors absent: None "Director Ooten motioned to select BHI Management Consulting to develop a comprehensive and integrated strategic plan at a cost not to exceed $21,000.00 with Consultant to provide a Power Point presentation to the Board of Directors; President Schafer and Vice President Ooten to be in the Steering Committee for the Plan as described in item 1 a of the Consultant's proposal; additionally, the Consultant will provide the District an electronic version on CD in Microsoft Word and .PDF formats as noted on page 3, item 3d, and provide 7 bound copies. Motion was seconded by Director Ferryman. Motion carried as follows: AYES: Arlene Schafer, Robert Ooten, James Ferryman, Arthur Perry NOES: Gary Monahan" STATE OF CALIFORNIA ) )SS. COUNTY OF ORANGE ) I, JOAN REVAK, Clerk of the Costa Mesa Sanitary District, hereby certify that the foregoing is a full, true and correct copy of the minute entry on record in my office. 9azikvat_ IN WITNESS WHEREOF, I have hereunto set my hand and seal this n27 Uday of 2009. \e_afr.._ &„0.1,(2, Board Secrcry/Program Manager/Clerk of the District Costa Mesa Sanitary District