HomeMy WebLinkAboutContracts & Agreements_99-2018PS- 1.1 (4 18)
AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of organizational assessment services ("Agreement") is
made and entered in this 25'h day of May, 2018 ("Effective Date"), by and between the City of
Redlands, a municipal corporation ("City)" and Koff & Associates ("Consultant"). City and
Consultant are sometimes individually referred to herein as a "Party" and, together, as the
"Parties." In consideration of the mutual promises contained herein, City and Consultant agree as
follows:
ARTICLE I.— ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide organizational assessment services for City
("Services").
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of Services.
ARTICLE 2 — SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit "A,"
entitled "Scope of Services," which is attached hereto and incorporated herein by reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the
performance of this Agreement including, but not limited to State prevailing wage laws.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
3.2 City designates Tommi Ng, Assistant Director to Human Resources/Risk Management, as
City's representative with respect to performance of the Services, and such person shall
have the authority to transmit instructions, receive information, interpret and define City's
policies and decisions with respect to performance of the Services.
ARTICLE 4 — PERFORMANCE OF SERVICES
4.1 Consultant shall perform and complete the Services in a prompt and diligent manner. The
Services shall commence immediately after Effective Date of this Agreement.
4.2 Consultant shall complete the Services by September 28, 2018, unless the Services are
terminated earlier as provided for herein.
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4.3 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shalt be delivered in a form, and made available to the City, consistent with City
Council adopted policy for the same. It shall be the obligation of Consultant to obtain a
copy of such policy from City staff.
ARTICLE 5 — PAYMENTS TO CONSULTANT
5.1 Total compensation for Consultant's performance of the Services shall not exceed the
amount of Twenty Three Thousand Six Hundred Twenty Five Dollars ($23,625). City shall
pay Consultant on a time and materials basis up to the not to exceed amount in accordance
with Exhibit "B" entitled "Cost Proposal" attached hereto and incorporated herein by
reference.
5.2 Consultant shall submit monthly invoices to City describing the Services performed during
the preceding month. Consultant's invoices shall include a brief description of the Services
performed, the dates the Services were performed, and the number of hours spent and by
whore. City shall pay Consultant no later than thirty (30) days aver receipt and approval
by City of Consultant's invoice.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return
receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or
(iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first
class, certified, registered or express mail; in each case properly posted and fully prepaid
to the appropriate address set forth below, or such other address as a Party may provide
notice in accordance with this section:
C lity
Tommi Ng
City of Redlands
35 Cajon Street, Ste. 10
P.O. Box 3005 (mailing)
Redlands, CA 92373
Consultant
Georg S. Krammer, CEO
Koff & Associates
2835 Seventh Street
Berkeley, CA
94710
ARTICLE 6 -- INSURANCE AND INDEMNIFICATION
6.1 The following insurance coverage required by this Agreement shall be maintained by
Consultant for the duration of its performance of the Services. Consultant shall not perform
any Services unless and until the required insurance listed below is obtained by Consultant.
Consultant shall provide City with certificates of insurance and endorsements evidencing
such insurance prior to commencement of the Services. Insurance policies shall include a
provision prohibiting cancellation or modification of the policy except upon thirty (30)
days prior written notice to City.
A. Workers' Compensation and Employer's Liability insurance in the amount that meets
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statutory requirements with an insurance carrier acceptable to City, or certification to
City that Consultant is self -insured or exempt from the workers' compensation laws of
the State of California. Consultant shall execute and provide City with Exhibit "C"
entitled "Workers' Compensation Insurance Certification," which is attached hereto
and incorporated herein by this reference prior to performance of the Services.
B. Comprehensive General Liability insurance with carriers acceptable to City in the
minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million
Dollars ($2,000,000) aggregate, for public liability, property damage and personal
injury is required. City shall be named as an additional insured and such insurance shall
be primary and non-contributing to any insurance or self-insurance maintained by City.
C. Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) per occurrence, combined single limit bodily injury liability and property
damage liability. This coverage shall include all Consultant owned vehicles used in
connection with Consultant's provision of the Services, hired and non -owned vehicles,
and employee non -ownership vehicles. City shall be named as an additional insured
and such insurance shall be primary and non-contributing to any insurance or self-
insurance maintained by City.
6.2 Consultant shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or liability, including
attorneys' fees, arising from injury or death to persons or damage to property occasioned
by any negligent act or omission by, or the willful misconduct of, Consultant, or its officers,
employees and agents in performing the Services.
ARTICLE 7 CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in any
real property that may be the subject of this Agreement or any other source of income,
interest in real property or investment that would be affected in any manner or degree by
the performance of Consultant's Services. Consultant further covenants and represents that
in the performance of its duties hereunder, no person having any such interest shall perform
any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
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(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt, or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity, participate in
making a governmental decision or otherwise perform the same or substantially the
same duties for City that would otherwise be performed by an individual holding a
position specified in City's Conflict of Interest Code under Government Code
section 87302.
7.3 In the event City determines that Consultant must disclose its financial interests, Consultant
shall complete and file a Fair Political Practices Commission Form 700, Statement of
Economic Interests, with the City Clerk's office pursuant to the written instructions
provided by the City Clerk.
ARTICLE 8 —GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions
of this Agreement the prevailing Party shall, in addition to any costs and other relief, be
entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-
house counsel by a Party.
8.2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement.
8.3 Consultant is for all purposes under this Agreement an independent consultant and shall
perform the Services as an independent consultant. Neither City nor its agents shall have
control over the conduct of Consultant or Consultant's employees, except as herein set
forth. Consultant shall supply all necessary tools and instrumentalities required to perform
the Services. Assigned personnel employed by Consultant are for its account only, and in
no event shall Consultant or personnel retained by it be deemed to have been employed by
City or engaged by City for the account of, or on behalf of City. Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent, nor shall Consultant have any authority, express or implied, to bind City to any
obligation.
8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less
than five (5) days prior written notice to Consultant of City's intent to terminate. if this
Agreement is terminated by City, an adjustment to Consultant's compensation shall be
made, but (1) no amount shall be allowed for anticipated profit or unperformed Services,
and (2) any payment due Consultant at the time of termination may be adjusted to the extent
of any additional costs to City occasioned by any default by Consultant. Upon receipt of a
termination notice, Consultant shall immediately discontinue its provision of the Services
and, within five (5) days of the date of the termination notice, deliver or otherwise make
available to City, copies (in both hard copy and electronic form, where applicable) of
project related data, design calculations, drawings, specifications, reports, estimates,
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summaries and such other information and materials as may have been accumulated by
Consultant in performing the Services. Consultant shall be compensated on a pro -rats basis
for Services completed up to the date of termination.
8.5 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, from the date of final payment to Consultant
pursuant to this Agreement. Such books shall be available at reasonable times for
examination by City at the office of Consultant.
8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained herein,
and any prior negotiations, written proposals or verbal agreements relating to such matters
are superseded by this Agreement. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City and
Consultant.
8.7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
8.8 if one or more of the sentences, clauses, paragraphs or sections contained in this Agreement
is declared invalid, void or unenforceable by a court of competent jurisdiction, the same
shall be deemed severable from the remainder of this Agreement and shall not affect,
impair or invalidate the remaining sentences, clauses, paragraphs or sections contained
herein, unless to do so would deprive a Party of a material benefit of its bargain under this
Agreement.
IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed
in confirmation of this Agreement.
CITY OF R LANDS
By: ,tL +.L
Janice McConnell,
Assistant to the City Manager
Attest:
a e Donaldson, City Clerk
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KOFF & ASSOCIATES
By: 4rgrammer,
G CEO
PS-1.1 (d.'IS)
SCOPE OF SERVICES
Consultant shall conduct an organizational assessment of the Water and Wastewater utilities in
conjunction with Municipal Utilities and Engineering and Human Resources management. The
assessment shall include the following objectives.
• Initial Documentation Review/Meeting with Project Team
• Determination of Comparator Agencies (up to 5 agencies)
• Development of Survey Questionnaires
Orientation Meetings with Employees and Distribution of PAQs: Up to ten (10) Water and
Wastewater management and supervisory positions will be studied for structure and potential
classification purposes to ensure that the MUED has the appropriate management structure in
place
• PAQ Review, and Employee/Supervisory/Management Focus Groups/Interviews (up to 10
positions/PAQs/interviews --for vacant positions, we will interview the supervisor/manager)
• Industry/Market Data Collection (up to 5 agencies, focusing on structure, classification, and
potentially compensation)
® Data and Trend Analysis
• Development of Recommendations and Implementation Strategy
• Management Review/Reanalysis and Feedback
• Preparation of Draft Final and Final Report and Deliverables
• Presentation to the Project Team and/or Director
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EXHIBIT "B"
COST TABLE
Organizational Assessment
Hours
A.
Initial Documentation Review/Meeting with Project Team
12
B.
Determination of Comparator Agencies (up to 5 agencies)
12
C.
Development of Survey Questionnaires
12
D.
Orientation Meetings with Employees and Distribution of PAQs: Up to ten (10) Water and
4
Wastewater management and supervisory positions will be studied for structure and potential
classification purposes to ensure that the MUED has the appropriate management structure in
place
E.
PAQ Review, and Employee/Supervisory/Management Focus Groups/Interviews (up to 10
25
positions/PAQs/interviews — for vacant positions, we will interview the supervisor/manager)
F.
Industry/Market Data Collection (up to 5 agencies, focusing on structure, classification, and
32
potentially compensation)
G.
Data and Trend Analysis
20
H.
Development of Recommendations and Implementation
20
Strategy
I.
Management Review/Reanalysis and Feedback
g
J.
Preparation of Draft Final and Final Report and Deliverables
16
K.
Presentation to the Project Team and/or Director
10
Additional meetings with the Project Team and Management 4
Total Professional Hours 175
Combined composite rate: $135/Hour $23,62S
Expenses (included in our composite hourly rate): N/A
Expenses include but are not limited to duplicating
and binding documents and reports, phone,
supplies, postage, mileage, etc.
TOTAL NOT -TO -EXCEED COST FOR PROJECT: $23,625
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EXHIBIT "C"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of the
following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly
authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self -insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self -insure and to pay any compensation that
may become due to his or her employees.
CHEC NE
I am aware of the provisions of Section 37€ 0 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and I will comply with such provisions before
commencing the performance of the work and activities required or permitted under this
Agreement. (Labor Code § 1861).
I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time, if I employ any person such that
I become subject to the workers' compensation laws of California, immediately I shall provide the
City with a certificate of consent to self -insure, or a certification of workers' compensation
insurance.
I certify under penalty of perjury under the laws of the State of California that the information and
representations made in this certificate are true and correct.
Koff & Associates
By:_l_ l
A�o—rg •
9
Date: �y 1