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12-0501_MANAGEMENT PARNTERS_Agenda Report_D156/18/2013 D15 � 9QFOR��� City of San Juan Capistrano Ag e n d,, port TO: Karen P. Brust, City Min r,., FROM: Tom Bokosky, Human Rsources Ma / r DATE: June 18, 2013 SUBJECT: Consideration of Approving the Fourth Amendment to the Personal Services Agreement with Management Partners to Perform Professional Public Works Consulting Services (Management Partners) RECOMMENDATION: By motion, approve the Fourth Amendment to the Personal Services Agreement with Management Partners to Perform Professional Public Works Consulting Services. EXECUTIVE SUMMARY: The City contracts with Management Partners for an Interim Public Works Director. Staff recommends that the City Council approve an amendment to the Personal Services Agreement by increasing the contract amount by $35,000, for a total cost not to exceed $275,000 and extend the term through August 31, 2013. This will allow the City to continue to procure professional public works consulting services to continue to work on transportation projects and advise the City on public works activities. DISCUSSION/ANALYSIS: The Public Works Director position is vacant; therefore, the City has been contracting with Management Partners to provide the City with an Interim Public Works Director. Jim Ross, who has over 40 years of local government experience in the field of Public Works, has been providing this service since May 9, 2012. Mr. Ross has been representing the City on key transportation projects and advising the City regarding the operations of the Public Works department. Because of a proposed merger of the Public Works and Utilities Departments, it is anticipated that the City will not require the services of an Interim Public Works Director beyond August 31, 2013. Staff is recommending using the services of Mr. Ross, on a part-time basis, beginning July 1, 2013 through August 31, 2013. During this time Mr. Ross will assist the new Public Works and Utilities Director during the transition of merging the two departments. Mr. Ross will work on completing a request for proposals for City Engineer and City Traffic Engineer services, transferring responsibilities for transportation related projects to the new Public Works and Utilities Director and coordinating engineering projects City Council Agenda Report June 18, 2013 Paae 2 of 2 until the City Engineer and Traffic Engineer contract is in place. Staff recommends a Fourth Amendment to the contract to increase the amount by $35,000, for an amount not to exceed $275,000. SCAL IMPACT: Through June 7, 2013, the City has paid $192,949 towards the not to exceed amount of $240,000. The recommended Fourth Amendment will increase the Personal Services Agreement amount by $35,000, for a total cost not to exceed $275,000, through August 31, 2013, incurred at a rate of $140.00 per hour. This increased amount is offset by $35,233 in contract savings, while the City completes the request for proposals for City Engineer and Traffic Engineer services, which is included in the Public Works and Utilities Department proposed amendments to the Fiscal Year 2013/2014 Adopted Budget. ENVIRONMENTAL IMPACT: Not applicable. PRIOR CITY COUNCIL REVIEW: • On June 19, 2012, the City Council approved the First Amendment to the Personal Services Agreement with Management Partners. • On November 13, 2012, the City Council approved the Second Amendment to the Personal Services Agreement with Management Partners. • On May 15, 2013, the City Council approved the Third Amendment to the Personal Services Agreement with Management Partners. COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS: Not applicable. NOTIFICATION: Management Partners ATTACHMENT Attachment 1 — Personal Services Agreement Attachment 2 — First Amendment Attachment 3 — Second Amendment Attachment 4 — Third Amendment Attachment 5 — Fourth Amendment PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this 1st day of May 2012, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Management Partners (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant to perform professional public works consulting services; and WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City and Consultant mutually agree as follows: Section 1. Scope of Work. The scope of work to be performed by the Consultant shall consist of services as set forth in Exhibit' A," attached and incorporated herein by reference. To the extent that there are any conflicts between the provisions described in Exhibit "A" and those provisions contained within this Agreement, the provisions in this Agreement shall control. Section 2. Term. This Agreement shall commence on the effective date and shall terminate no later than April 30, 2013. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $25,000 as set forth in Exhibit "B," attached and incorporated herein by reference. 3.2 Method of Payment. Subject to Section 3.1, Consultant shall submit monthly invoices based on total services which have been satisfactorily completed for such monthly period. The City will pay monthly payments based on approved invoices in accordance with this Section. ATTACHMENT 1 3.3 Records of Expenses. Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits which accrue to Agency's employees. Section 6. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the City. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to the City for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. Section 6. Changes to Scope of Work. For extra work not part of this Agreement, a written authorization from City is required prior to Consultant undertaking any extra work. In the event of a change in the Scope of Work provided for in the contract documents as requested by the City, the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new agreement, including but not limited to any additional Consultant's fees. Section 7. Familiarity with Work and/or Construction Site. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; (2) if applicable, it has investigated the work site(s), and is aware of all conditions there; and (3) it understands the facilities, difficulties and restrictions of the work to be performed under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform the City of this and shall not proceed with further work under this Agreement until written instructions are received from the City. 2 Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 10. Conflicts of Interest. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Consultant. Section 11. Indemnity. To the fullest extent permitted by law, Consultant agrees to protect, defend, and hold harmless the City and its elective and appointive boards, officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' fees, for injury or death of any person, or damages of any nature, including interference with use of property, arising out of, or in any way connected with the negligence, recklessness and/or intentional wrongful conduct of Consultant, Consultant's agents, officers, employees, subcontractors, or independent contractors hired by Consultant in the performance of the Agreement. The only exception to Consultant's responsibility to protect, defend, and hold harmless the City, is due to the negligence, recklessness and/or wrongful conduct of the City, or any of its elective or appointive boards, officers; agents, or employees. This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. Section 12. Insurance. On or before beginning any of the services or work called for by any term of this Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration of the agreement, and provide proof thereof that is acceptable to the City, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the City. Consultant shall not allow any subcontractor to commence work on any subcontract until all insurance required of the Consultant has also been obtained for the subcontractor. Insurance required herein shall be provided by Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class VII or better. 3 12.1 Comprehensive General Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive General Liability coverage in an amount not less than one million dollars per occurrence ($1,000,000), combined single limit coverage for risks associated with the work contemplated by this agreement. If a Commercial General Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this agreement or the general aggregate limit shall be at least twice the required occurrence limit. 12.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non - owned vehicles in an amount not less than one million dollars per occurrence ($1,000,000). 12.3 Worker's Compensation. Consultant shall obtain and maintain, during the term of this Agreement, Worker's Compensation and in the statutory amount as required by state law and Employers' Liability Insurance in an amount not less than one million dollars per occurrence ($1,000,000). 12.4 Proof of Insurance Requirements/Endorsement. Prior to beginning any work under this Agreement, Consultant shall submit the insurance certificates, including the deductible or self -retention amount, and an additional insured endorsement naming City, its officers, employees, agents, and volunteers as additional insureds as respects each of the following: Liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed by Consultant. The workers' compensation insurance policy shall be endorsed to provide a waiver of subrogation in favor of the City, its officers, employees, agents and volunteers. The coverage shall contain no special limitations on the scope of protection afforded City, its officers, employees, agents, or volunteers. 4 12.5 Errors and Omissions Coverage [FOR PROFESSIONSIWORK EXCLUDED FROM GENERAL LIABILITY] Throughout the term of this staffing services Agreement, Consultant shall maintain Errors and Omissions Coverage (professional liability coverage) in an amount of not less than One Million Dollars ($1,000,000). Prior to beginning any work under this Agreement, Consultant shall submit an insurance certificate to the City for certification that the insurance requirements of this Agreement have been satisfied. 12.6 Notice of Cancellation/Termination of Insurance. The above policy/policies shall not terminate, nor shall they be cancelled, nor the coverages reduced, until after thirty (30) days' written notice is given to City, except that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a premium. 12.7 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 12.8 Notice to Proceed. Consultant shall not proceed with any work under this Agreement until the City has issued a written "Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Section 13. Termination. City shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to Consultant. In addition, this Agreement may be terminated by any party for cause by providing ten (10) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) day cure period. 5 Section 14. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Tom Bokosky, Human Resources Manager To Consultant: Management Partners 1730 Madison Road Cincinnati, OH 45206 Attn: Jerry Newfarmer, President and CEO Section 15. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. Section 16. Dispute Resolution. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"). Section 17. Entire Agreement This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. (SIGNATURE PAGE FOLLOWS) ,9.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. T F SAN J N CAPISTRANO A B en P. Brust, br)KWnager MANAGEMENT PARTNERS (CONSULTANT) By: Jerry NewfJrme`-r-,'Plrt) nt andT��O ATTEST, Mf a —ri a ris,l city dle rk APPROVED AS TO FORM: 1"It'10"'I Cl Omar Sand6val, City Attorney Exhibit A Scope of Work Consultant shall provide interim public works director assistance during the absence of the City's Acting Public Works Director and upon the Director's return provide on-going professional consulting services, as needed by the City. There are a number of important public works matters that the City needs to maintain oversight and the Consultant shall provide assistance as these areas are identified and prioritized. For example, ensuring transportation projects remain on track to be delivered on time and within budget. This will require assessing the current status of each project, confirming funding allocations and contractual obligations, and interfacing with the Orange County Transportation Authority, Caltrans and other granting agencies as required for project delivery. The Consultant will oversee the successful continuation of critical projects as identified by the City, as well as provide public works expertise on key strategic organizational priorities. The Consultant will conduct an organizational assessment and evaluate the department's budget for operational efficiency and cost savings measures. The Consultant will work under the direction of the City Manager and be available on site to provide continuity and complete work in a timely manner. Consultant will be available up to 32 hours per week, based on the needs of the City. Consultant has agreed to assign James Ross, Special Advisor, for the interim public works management assistance role. His schedule shall be flexible based on the City's needs. Exhibit B Budget Consultant will provide interim management services at an hourly rate of $140.00 not to exceed $25,000; plus mileage reimbursement at a rate of $0.555 per mile, for travel related to work performed for the City. 7 First Amendment to Personal Services Agreement THIS AMENDMENT to the Personal Services Agreement between the City of San Juan Capistrano ("City") and Management Partners ("Consultant") is made and entered into, to be effective the 19th day of June, 2012, as follows: RECITALS WHEREAS, City has retained the services of Consultant to provide professional Public Works consulting services pursuant to that Agreement dated as of May 1, 20121 - and WHEREAS, the City and Consultant desire to amend the terms of the Agreement as provided hereunder. � 1 0 1 NOW THEREFORE, in consideration of the promises of mutual covenants contained therein, City and Consultant agree to amend the Agreement between City and Consultant as follows: Section 3, Compensation. Total compensation for the services provided during the term shall not exceed $100,000 payable as set forth in Exhibit "A." All other provisions of the Agreement not amended hereunder shall remain in full force and effect. (SIGNATURE PAGE FOLLOWS) ATTACHMENT 2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY Of: -SAN JUAN CArISTRANO By/, P4. Larry Kdir, ayor CONSULTANT By� Manage �tP -ners ATTESW . Maria`S, i .clerk INN ()`11/1, Ali10",il brn,,araAd6val,,City A-orney Exhibit A Budget Consultant will provide interim management services at an hourly rate of $140.00, not to exceed $100,000; plus mileage reimbursement at a rate of $0.555 per mile, for travel related to work performed for the City. 0 Second Amendment to Personal Services Agreement THIS AMENDMENT to the Personal Services Agreement between the City of San Juan Capistrano ("City") and Management Partners ("Consultant") is made and entered into, to be effective the 13th day of November, 2012, as follows: RECITALS WHEREAS, City has retained the services of Consultant to provide professional Public Works consulting services pursuant to that Agreement dated as of May 1, 2012; and WHEREAS, the City and Consultant desire to amend the terms of the Agreement as provided hereunder. AMENDMENT NOW THEREFORE, in consideration of the promises of mutual covenants contained therein, City and Consultant agree to amend the Agreement between City and Consultant as follows: Section 3. Compensation. Total compensation for the services provided during the term shall not exceed $200,000 payable as set forth in Exhibit "A." All other provisions of the Agreement not amended hereunder shall remain in full force and effect. (SIGNATURE PAGE FOLLOWS) 1 ATTACHMENT 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO Zf Carry KpKer, 'May -or APPROVED AS TO FORM: Hans VanKgtb'ff—,Cfty Attorney CONSULTANT By: Managerne rrtners Exhibit A Budget Consultant will provide interim management services at an hourly rate of $140.00, not to exceed $200,000; plus mileage reimbursement at a rate of $0.555 per mile, for travel related to work performed for the City. Third Amendment to Personal Services Agreement THIS AMENDMENT to the Personal Services Agreement between the City of San Juan Capistrano ("City") and Management Partners ("Consultant") is made and entered into, to be effective the 15th day of May, 2013, as follows: RECITALS WHEREAS, City has retained the services of Consultant to provide professional Public Works consulting services pursuant to that Agreement dated as of May 1, 2012; and WHEREAS, the City and Consultant desire to amend the terms of the Agreement as provided hereunder. AMENDMENT NOW THEREFORE, in consideration of the promises of mutual covenants contained therein, City and Consultant agree to amend the Agreement between City and Consultant as follows: Section 2. Term. This Agreement is extended and shall terminate no later than June 30, 2013. Section 3. Compensation. Total compensation for the services provided during the term shall not exceed $240,000 payable as set forth in Exhibit "A." All other provisions of the Agreement not amended hereunder shall remain in full force and effect. (SIGNATURE PAGE FOLLOWS) 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY, OF„ SAN JUAN CAPISTRANO In Jahn Taylor, -Ma CONSULTANT By: Management ers Management P ers ATTIE T Maria c*riskQity Clerk Hans Van Q44e'6, City Attorney Exhibit A Budget Consultant will provide interim management services at an hourly rate of $140.00, not to exceed $240,000; plus mileage reimbursement at a rate of $0.555 per mile, for travel related to work performed for the City. Fourth Amendment to Personal Services Agreement THIS AMENDMENT to the Personal Services Agreement between the City of San Juan Capistrano ("City") and Management Partners ("Consultant") is made and entered into, to be effective the 18th day of June, 2013, as follows: RECITALS WHEREAS, City has retained the services of Consultant to provide professional Development Services consulting services pursuant to that Agreement dated as of May 1, 2012; and WHEREAS, the City and Consultant desire to amend the terms of the Agreement as provided hereunder. /_1 J, 14 k, 191 LY, I:IZ111 NOW THEREFORE, in consideration of the promises of mutual covenants contained therein, City and Consultant agree to amend the Agreement between City and Consultant as follows: Section 2. Term This Agreement is extended and shall terminate no later than August 31, 2013. Section 3. Compensation. Total compensation for the services provided during the term shall not exceed $275,000 payable as set forth in Exhibit "A." All other provisions of the Agreement not amended hereunder shall remain in full force and effect. (SIGNATURE PAGE FOLLOWS) 1 ATTACHMENT 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO John Taylor, Mayor CONSULTANT MR ATTEST: Maria Morris, City Clerk APPROVED AS TO FORM: Hans Van Ligten, City Attorney Management Partners Exhibit A Budget Consultant will provide interim management services at an hourly rate of $140.00, not to exceed $275,000; plus mileage reimbursement at a rate of $0.555 per mile, for travel related to work performed for the City.