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Contract - Management Partners - 2013-03-01 AGREEMENT FOR CONSULTANT SERVICES CON-I3-MGMT PARTNERS This Agreement ("AGREEMENT") is made and effective as.of March 1, 2013, between the Costa Mesa Sanitary District, a sanitary district ("DISTRICT"), and Management Partners, a corporation ("CONSULTANT"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM This AGREEMENT shall commence on March 18, 2013, and shall remain and continue in effect until tasks described herein are completed, unless sooner terminated pursuant to the provisions of this AGREEMENT. 2. SERVICES CONSULTANT shall perform an operational review as described below ("SERVICES") to DISTRICT for DISTRICT's Sewer Permit Process ("PROJECT"). The SERVICES to be provided are more particularly described in the Scope of Services attached hereto as Exhibit "A" and incorporated herein by reference. 3. PERFORMANCE CONSULTANT shall perform all SERVICES under this AGREEMENT in a skillful and competent manner, consistent with the standards generally recognized as being employed by consultants in the same discipline in the State of California and consistent with all applicable laws. CONSULTANT shall provide DISTRICT its work product in "turnkey" form. DISTRICT reserves the right to perform reasonable testing of CONSULTANT's work product before accepting the same. CONSULTANT shall warrant that all services provided and equipment installed shall perform in a workmanlike manner and be fit for its particular purpose. 4. COMPENSATION Compensation for the SERVICES shall be based on the actual amount of time spent in adequately performing the SERVICES and shall be billed at a fixed fee of $17,500. However, unless expressly agreed in a written change order in advance by DISTRICT, the cost to DISTRICT for the SERVICES shall not exceed seventeen thousand five hundred ollars ($17,500). The written change order requirement cannot be waived. Failure to submit a written change order and receive written approval by the DISTRICT prior to performing extra work shall constitute a waiver of a claim for additional time or compensation. 1 PSA 30U 12 10 Invoices shall be submitted to DISTRICT monthly as performance of the SERVICES progresses. DISTRICT shall review and pay the approved charges on such invoices in a timely manner. SERVICES on the PROJECT shall begin immediately and be completed by July 31, 2013, unless extended by DISTRICT in writing. 5. PREVAILING WAGES CONSULTANT understands that this job, if over One Thousand Dollars ($1,000.00) in value and not exempt, requires compliance with the prevailing wage law. (Labor Code §§ 1720 at seq.) As such, DISTRICT will ascertain the prevailing wages to be paid on this job from the Director of Industrial Relations. Said amounts are listed at http://www.dir.ca.gov/dlsr/pwd/index.htm. CONSULTANT agrees to pay prevailing wages and maintain prevailing wage records regarding those payments. CONSULTANT is also required to comply with the apprentice requirements. CONSULTANT shall defend, indemnify, and hold the DISTRICT, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. CONSULTANT recognizes that state law makes eight (8) hours a day's work, and any worker working in excess of that time must be paid overtime. (Labor Code § 1813.) 6. INSURANCE CONSULTANT shall, at its expense, procure and maintain for the duration of this AGREEMENT insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of this AGREEMENT by the CONSULTANT, its agents, representatives, employees, or subcontractors. CONSULTANT shall also require all of its subcontractors to procure and maintain the same insurance for the duration of this AGREEMENT. If CONSULTANT is an employer or otherwise hires one (1) or more employees during the term of this PROJECT, CONSULTANT shall procure and maintain workers' compensation coverage for such employees which meets all requirements of state law (Labor Code § 1861). At a minimum, CONSULTANT is required to submit proof of insurance in accordance with the following standards: Minimum Scope of Insurance: Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001): (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance: CONSULTANT shall maintain limits of no less than: 2 PSA 30U 12 10 (A)General Liability. One Million Dollars ($1,000,000.00) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this AGREEMENT/location or the general aggregate limit shall be twice the required occurrence limit. (B)Automobile Liability. One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage. (C)Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of One Million Dollars ($1,000,000.00) per accident for bodily injury or disease. Insurance Endorsements: The insurance policies shall contain the following provisions, and a separate endorsement stating to add the following provisions to the insurance policies shall be submitted and approved by DISTRICT: (A)General Liability. The general liability policy shall be endorsed to state that: (1) DISTRICT, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the work or operations performed by or on behalf of the CONSULTANT, including materials, parts, or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects DISTRICT, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the CONSULTANT's scheduled underlying coverage. Any insurance or self-insurance maintained by DISTRICT, its directors, officials, officers, employees, agents, and volunteers shall be excess of the CONSULTANT's insurance and shall not be called upon to contribute with it in any way. (B)Workers' Compensation and Employer's Liability Coverage. The insurer shall agree to waive all rights of subrogation against DISTRICT, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the CONSULTANT. (C)All Coverage. Each insurance policy required by this AGREEMENT shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced, or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to DISTRICT, and (B) any failure to comply with reporting or other provisions of the policies, including breaches or warranties, shall not affect coverage provided to DISTRICT, its directors, official, officers, employees, agents, and volunteers. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A-:VIII, licensed to do business in California, and satisfactory to DISTRICT. 3 PSA 30U 12 10 All insurance documents must be submitted and approved by the District's Risk Manager prior to execution of any AGREEMENT with DISTRICT. 7. 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 from and against any and all losses, liabilities, damages, costs, and expenses, including attorney's fees and costs to the extent the same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct 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 fullest 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, pertain to, relate to, 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, agents, employees, or subconsultants of CONSULTANT. 8. TERMINATION DISTRICT may terminate this AGREEMENT at any time with or without cause. If DISTRICT terminates this AGREEMENT without cause before PROJECT completion, CONSULTANT shall be entitled to be paid for SERVICES adequately completed prior to the notification of termination. CONSULTANT may terminate this AGREEMENT for cause only. 9. MISCELLANEOUS This AGREEMENT shall be interpreted according to the laws of the State of California and any action arising from this AGREEMENT shall be brought in the superior or federal district court with jurisdiction over DISTRICT. This AGREEMENT and the attachments hereto shall contain the entire agreement between the parties. This AGREEMENT cannot be modified except in a 4 PSA 30U 12 10 writing signed by both parties. In the event of inconsistency between this AGREEMENT • and any attachment hereto, this AGREEMENT shall control in all respects. DISTRICT shall own all work product prepared in the course of providing the SERVICES under this AGREEMENT. In the event of termination of this AGREEMENT, CONSULTANT shall immediately turn all work product over to DISTRICT. If specialized software or computer hardware is required to view or transmit said work product, CONSULTANT shall make that software and hardware available to the DISTRICT at no cost during normal business hours. This AGREEMENT cannot be assigned without the prior written consent of the DISTRICT. CONSULTANT is and shall at all times remain as to DISTRICT an independent contractor. 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 this AGREEMENT, DISTRICT shall not pay salaries, wages, or other compensation to CONSULTANT for performing any services hereunder for DISTRICT. DISTRICT shall not be liable for compensation or indemnification to CONSULTANT for injury or sickness arising out of performing any services hereunder. All information gained by CONSULTANT in the performance of this AGREEMENT shall be considered confidential and shall not be released by CONSULTANT without DISTRICT's prior written authorization. CONSULTANT shall not, without written authorization from the General 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. Response to a subpoena or court order shall not be considered "voluntary" provided CONSULTANT gives DISTRICT notice of such court order or subpoena. CONSULTANT warrants that the individual who has signed this AGREEMENT has the legal power, right, and authority to make this AGREEMENT and bind the CONSULTANT hereto. If you agree with the terms of this AGREEMENT, indicate by signing and dating two original agreements where indicated below and return both to the undersigned. Once the documents are fully executed, one original will be returned to you for your records. [SIGNATURES ON NEXT PAGE] 5 PSA 30U 12 10 DISTRICT CONSULTANT Approved by: Reviewed and Accepted by: 1 k Litt General Manager Signature , Gerald E. Newfarmer Approved as to Form: Name President and CEO Harper & Burns LLP Title Associate District Counsel 3/5/2013 Date • Approved as to Content: Anna Sanchez Administrative Service Manager 6 PSA 30U 12 10 Exhibit A Management Partners S� 3 February 25,2013 Mr. Scott Carroll General Manager Costa Mesa Sanitary District 628 W. 19th Street Costa.Mesa, CA 92627-2716 Dear Mr. Carroll: Thank you for the opportunity to provide this proposal to conduct an organizational and operational review of the Costa Mesa Sanitary District's permit office. The purpose of the review is to determine ways to streamline the District's permit process to enhance efficiency and effectiveness. Our review will include a staffing analysis. About Management Partners Management Partners is a professional management consulting firm specializing in helping local government leaders, with offices in Costa Mesa and San Jose, California, and Cincinnati, Ohio. We have a well-established track record of helping public sector organizations throughout the United States. The firm is staffed with 50 professionals who are experienced public service managers as well as qualified management consultants. This group includes generalists as well as subject-matter experts providing expertise in municipal operations improvements, including the specialty areas of planning, human resources, public works, public safety, finance and development review. 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. Management Partners has extensive experience helping improve both the efficiency and effectiveness of local government services. We have undertaken organizational staffing and improvement projects in virtually every type of local government service, including reviews of entire governments as well as focused studies of individual departments and functional activities. Each assignment we undertake receives careful, professional attention and we take pride in the quality of our work. 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 • 949 222 1082 • FAx 408 453 6191 Mr.Scott Carroll Page 2 Understanding of the Engagement The Costa Mesa Sanitary District was formed in 1944. The District serves approximately 116,700 people in Costa Mesa, portions of Newport Beach and unincorporated Orange County. During FY 2012-13 there are 14 full-time equivalent staff. The mission of the Costa Mesa Sanitary District is "protecting our community's health and the environment by providing solid waste and sewer collection services." We understand the Costa Mesa Sanitary District is interested in conducting a thorough review of the sewer permit operations to ensure there is a high-functioning and efficient process from both the District's and customers' perspectives. Currently, the District has one permit technician position responsible for the entire sewer permit operation. This position is vacant and the District is in the process of retaining interim contract staff to carry out the work until a review of the organization and operations is completed. The District wants to ensure the sewer permit operation is functioning at the optimum level while providing the highest levels of customer service. In addition to identifying opportunities to create new efficiencies in the sewer permit process, the District is interested in an analysis of the staffing levels to determine what is appropriate, given the workload demands. We are confident that our operational knowledge, combined with our experience conducting organizational and operational reviews and our commitment to quality staff work means the District will receive the outcomes it is seeking. Our Approach We will work collaboratively with District management staff as we carry out this project, ensuring that we are operating with correct information and a solid understanding of the District's interests. We will review written materials and conduct interviews to develop a clear understanding of current operations. Our report will include recommended changes to the sewer permit process that will allow the District to become more efficient while maintaining high levels of customer service. The following describes the anticipated work plan for this proposed engagement. This work plan is amenable to modification to ensure that we are meeting the District's interests and needs. Work Pan Activity 1—Start Project Management Partners will begin with a careful learning phase. We will meet with the District's management staff to ensure that we have a clear understanding of your objectives for this review. We will create a detailed work plan that includes specific activities and tasks and a proposed schedule so that it is clear who will be responsible for key steps during the process. During the kick-off meeting with the District we will confirm and review the work plan and schedule of key deliverables. Mr.Scott Carroll Page 3 The project start-up activity will form the foundation for the partnership between our project team and the District. In addition to covering logistics such as who should be interviewed, we will discuss the approach and timing of this project in relation to other activities. We understand that the work associated with this review must be integrated in a way that minimizes disruption. Following the meeting, we will fine-tune the scope of work and finalize the schedule. Throughout the project we will keep you informed of our progress, observations and initial recommendations. Activity 2—Gather Data and Obtain Input During this activity, Management Partners will develop a thorough understanding of the District's current sewer permit process. Our key tasks in this activity include: • Gathering and reviewing pertinent documents such as permit files,budgets, and sewer fee revenue. • Interviewing District staff members. During interviews we will seek input about what is working well now and what could be improved. We will ask specific questions that will allow us to determine the flow of work, work load, and organizational relationships between selected work activities. • Creating a process map that accurately reflects the current sewer permit process. We will review the process map with staff to ensure its accuracy. It will then serve as the basis for indentifying improvements. Activity 3—Analyze Permit Process and Develop Recommendations Once we have gathered data we will conduct our analysis of the permit process and staffing requirements. Through the process map and analysis, we will identify points at which efficiencies could be improved. We will also determine the staffing that is needed on an ongoing basis. If workload is variable, we will identify the optimum ongoing staffing needed and recommend ways to meet peak or unusual workload demands. We will then develop a list of preliminary recommendations for process improvements and staffing levels. We will then revise the process map to reflect the proposed changes so District management will be able to see the benefits of our recommendations. We will develop both organizational and operational recommendations to enhance the efficiency and effectiveness of the sewer permit operations. Activity 4—Report Results Once our analysis is complete, Management Partners will prepare a draft memorandum that summarizes our observations and recommendations. We will meet with District management staff to review this information. Once we have received the District's feedback, we will prepare the final memorandum. Mr.Scott Carroll Page 4 Activity 5—Support Implementation Once the final report has been approved, Management Partners will prepare a draft implementation action plan to help the District implement the proposed changes. The implementation action plan is designed to be an executable plan of work that the District can use to apply specific recommendations made in the final project memorandum. Key activities will be delineated and assigned to appropriate staff so accountability is built into the system from the very beginning. Completion of specific tasks in the action plan provides a management tool for assessing how the department is doing in executing the recommendations. Project Team Management Partners takes care to assign a project team based on the unique needs of each engagement. Tamara Letourneau will serve as lead consultant and will be assisted by Robyn Uptegraff, Jim Ross and Emily Lohr. The significant qualifications of each team member are briefly summarized below. Tamara Letourneau, Senior Manager Tamara Letourneau has over 20 years of local government experience. Since joining Management Partners she has assisted numerous clients including the cities of Ceres, Glendora, San Bernardino, Santa Monica,Rosemead, El Monte, Carson, Hemet, and Fillmore in California; North Las Vegas, Nevada; the counties of Napa, San Mateo, and Riverside; and San Diego State University. Her projects have included organization reviews and strategic planning in the areas of public safety, library services, public works, human resources, administration, and information technology. Before joining Management Partners she served as the city manager of two California cities — Yorba Linda and Sierra Madre. She also served in the California communities of Claremont, Arcadia, and Monrovia where her responsibilities ranged from operating and capital budgeting, to labor relations and intergovernmental relations. In addition to her executive management experience she has extensive experience in organizational development, team building, and strategic planning. She has also taught local government at the university level. Robyn Uptegraff, Special Advisor q,I4,J .40,,,M4WAIN .r,, YE-. ml R WxMOR WI r'.017.7:-- 5:"..,.: --. Robyn Uptegraff has extensive public sector experience in land use planning and regulation, environmental analysis, redevelopment, economic development and community outreach, as well as strategic management, organizational development and team building. Robyn served the City of Santa Ana for 22 years, with increasing responsibility, ending as assistant city manager. During her tenure there, she provided leadership in economic development and redevelopment programs and ensured the alignment of the City's development agencies. She also served as executive director of the Planning and. Building Agency for 11 years. Robyn conceived and led implementation of Santa Ana's Total Quality Management initiative which provided a platform for process improvement and team building throughout the organization. In addition to her public sector experience, Robyn served as senior vice president for Mr.Scott Carroll Page 5 Entitlement and Environmental Affairs for the nation's privately -held largest rivatel -held real estate company. Her 11 years of experience in this capacity working with public agencies provides valuable insight about public sector operations. James Ross, Special Advisor Eka Jim has over 40 years of public works experience, including 20 years as public works director for the City of Santa Ana. In addition, he worked for the City of Los Angeles, the Port of Los Angeles, the City of Costa Mesa, and the City of Irvine. Recently Jim was hired by the Imperial Irrigation District on an interim basis to manage their water department, conduct an organizational assessment and implement recommended changes to improve customer service and operational efficiencies. In 2005 he received the Public Sector Leader of the Year Award from the Southern California Chapter American Public Works Association and in 2009 he was nominated for consideration as one of the Top Ten Public Works Leaders in the Country. He served as President of the League of California Cities Public Works Department in 1998, spent two years on the League's Board of Directors and 10 years as a member of the League's Transportation, Communications and Public Works Committee. In 2006 he received the League's James M. Martin Award for his career of leadership in the public works profession. Jim has a bachelor's degree in civil engineering and a master's degree in public administration from California State University at Long Beach. Emily Lohr, Senior Management Advisor Emily Lohr is an experienced analyst and writer who has worked in the public, private and non-profit sectors. She is skilled in a variety of arenas, including group facilitation, online survey development and analysis, development review, strategic planning, staff development and succession planning, organizational review, and process improvement. Emily has strong analytical skills, which she applies to all types of comparative research, survey analysis, benchmarking, database development and performance measurement. As a group facilitator, she is able to provoke thoughtful discussion while maintaining a positive group dynamic. In this capacity she has conducted many workshops, focus groups, brainstorming sessions, and process improvement group analyses to gather opinions about employees' jobs and processes. She has administered numerous online and written surveys and expertly provides meaningful information to clients about their employee and customer experiences. Since joining Management Partners in 2005, Emily has worked with local government clients throughout the western United States, including Palo Alto, Woodside, San Jose, Santa Clara, and Santa Cruz, California; Bellevue, SeaTac and Bothell, Washington; Springfield, Oregon; Salt Lake County, Utah; and Surprise, Arizona. Mr.Scott Carroll Page 6 References Management Partners has completed projects for hundreds of local government jurisdictions since our founding in 1994. We are proud of our record of satisfied clients. Many of them, including those discussed below, have contracted with us on more than one occasion. A list of the firm's references, staff and capabilities can be found at www.managementpartners.com. Glendora, California In April 2010,the City of Glendora engaged Management Partners to assess the organization, staffing and business practices of the Building and Safety, Civil Engineering and Water Engineering divisions of the Public Works Department. As part of this project we interviewed key staff members and customers; administered a workload and staffing survey; reviewed organizational documents; and conducted a peer benchmarking analysis. In our final report we made 12 recommendations to improve the efficiency and effectiveness of these divisions while maintaining the City's high customer service standards. Client Contact: Mr. Chris Jeffers, City Manager 116 E. Foothill Boulevard Glendora, CA 91741 (626)914-8201 Rancho Cucamonga,California Management Partners was engaged by the City of Rancho. Cucamonga to conduct an organization structure and staffing level review of its Planning Department. The Planning Department had experienced several organizational changes over the last several years. A reduction in staffing levels, the departure of the planning director and a radically changed development environment as a result of the national economy required a changed framework for planning operations. The City was interested in ensuring that the planning staff and organizational structure were well-positioned to continue quality community planning, a customer service focus and support economic development objectives in the future. Management Partners provided the City with recommendations regarding an alternative organizational structure, appropriate staffing levels to achieve their objectives, as well as peer agency information. Client Contact: Ms. Linda Daniels, Assistant City Manager 10500 Civic Center Drive Rancho Cucamonga, CA 91729-0807 • (909) 477-2700 ext. 2050 Mr.Scott Carroll Page 7 Riverside, California Management Partners completed an organization review of the City of Riverside's General Services Department. The purpose of the project was to analyze the current organizational structure and administrative operations and make recommendations to enhance the efficiency and effectiveness of the department. Management Partners named 36 recommendations in the areas of administration, building and fleet. Client Contact: Ms. Kris Martinez, General Services Director 3900 Main Street Riverside, CA 92522 (951) 826-2389 kmartinez @riversideca.gov Santa Monica, California Management Partners completed an organization review of the City of Santa Monica's Solid Waste Management Division. The purpose of the project was to analyze the current organizational structure and administrative operations and make recommendations that would enhance the efficiency and effectiveness of this division. Management Partners made 14 recommendations that include a new organizational structure to enhancing communication and teambuilding. The estimated cost savings of the recommendations, when implemented, is over $351,000 per year. Client Contact: Ms.Jennifer Phillips, Assistant City Manager (former Assistant City Manager in Santa Monica) City of Santa Rosa 100 Santa Rosa Avenue, Room 10 Santa Rosa, CA 95404 (707) 543-3010 jphillips @srcity.org (714) 389-9950 jf.phillipsl @cox.net Hours, Schedule and Cost Management Partners estimates that 113 hours will be required for the project. We will complete the plan of work described above for a fixed fee of $17,500, which includes our expenses. Mr.Scott Carroll Page 8 Conclusion We welcome the opportunity to assist the Costa Mesa Sanitary District by conducting an organizational and operational sewer permit process review. Please feel free to contact either Tamara Letourneau (714-458-8410) or me if you have any questions. Best regards, Andrew S. Belknap Regional Vice President Accepted for the Costa Mesa Sanitary District by: Name: Title: Date: