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HomeMy WebLinkAbout25A - AGMT - DEVELOP STRATEGIC PLANREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE: AGREEMENT WITH MANAGEMENT PARTNERS, INCORPORATED FOR INTERIM MANAGEMENT ASSISTANCE SERVICES AND THE DEVELOPMENT OF A STRATEGIC PLAN C, 7 CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 15t Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Direct the City Attorney to prepare and authorize the City Manager and Clerk of the Council to execute an agreement with Management Partners, Incorporated for Interim Management Assistance services and the development of a strategic plan at a monthly amount not to exceed $20,000, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION The City of Santa Ana is seeking senior level management assistance to assist the City Council and the Executive Management Team to address a number of important public policy issues including: • Conducting strategic planning and visioning • Providing strategic direction for specific major initiatives • Providing analysis on policy matters and complex municipal issues • Facilitating teambuilding with the organization and with the City Council • Assisting in direction of development functions To complete this work, staff is recommending the services of Management Partners and specifically the staff assistance from Jan Perkins and Robyn Uptegraff. Jan has more than 30 years of Public Administration experience. She has previously served as the Assistant City Manager for Santa Ana and also served as the City Manager for the cities of Morgan Hill and Fremont. She has been a partner with Management Partners since 2005 and is well skilled in dealing with complex projects and is especially well trained in providing leadership and mentoring for organizational development and personnel growth. 25A-1 Agreement with Management Partners, Inc. For Interim Management Services July 2, 2012 Page 2 Robyn Uptegraff, Special Advisor, has extensive public sector experience in land use planning and regulation, environmental analysis, redevelopment, economic development and community outreach. Robyn served the City of Santa Ana for 22 years, including as Assistant City Manager. During her tenure in Santa Ana, 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. Robyn served as senior vice president for Entitlement and Environmental Affairs for the Irvine Company for 11 years. The fee proposed for both Jan Perkins and Robyn Uptegraff will be for a monthly amount not to exceed $20,000. Hours and compensation will vary based on the needs of the City Council as well as the organization. The contract period and the work hours billed will be based on need. The City or Management Partners may terminate the contract with a 30 day notice. FISCAL IMPACT Funds for the project are available in the current fiscal year and 2011-12 fiscal year non- departmental contract services account (No. 01105015-62300) and the City Manager Office contract services account (No. 01103010-62300). APPROVED AS TO FUNDS AND ACCOUNTS: Francisco utierrez Executive Director Finance & Management Services Agency 25A-2 AGREEMENT FOR PROVISION OF MANAGEMENT CONSULTANT SERVICES THIS AGREEMENT, made and entered into this 2"d day of July, 2012 by and between Management Partners Incorporated, a California corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of public sector management consulting services. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide direction and coordination of development projects while the City recruits for a permanent director of development. Additionally, Consultant will provide strategic planning, policy analysis and team building services, as set forth in Consultant's Proposal dated June 26, 2012, attached as Exhibit A to this Agreement, and incorporated by reference 2. REPRESENTATIVES For purposes of implementing this Agreement, the representative of City shall be the City Manager, or his designated representative, and the representative of the Consultant shall be Jan Perkins or her designated representative. Except as may be otherwise stated herein, such representatives shall have the authority to act on behalf of their respective parties in carrying out the terms of this Agreement. 3. DELIVERY OF WORK PRODUCT - OWNERSHIP Consultant warrants and represents that it has the absolute right to enter into and perform this Agreement and will perform its obligations hereunder in accordance with standards and practices prevailing in the industry. Consultant's contribution to City projects, including works to be produced by Consultant hereunder, will not infringe or misappropriate the proprietary or personal rights of any third person or party. Consultant shall deliver to City any work product which results from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible with City's information systems, as agreed between the Project Manager and Consultant. 25A-3 4. COMPENSATION a. City agrees to pay, and Consultant agrees to accept payment based on the hourly rates set forth in Exhibit A, with a not to exceed sum of $20,000 per month during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Each monthly invoice shall list milestones delivered and/or activities completed in the previous month, and the payment due therefore. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 5. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2013, unless terminated earlier in accordance with Section 14, below. 6. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Due to the nature of services provided Commercial General Liability Insurance is not required. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $2,000,000 combined single limit. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: 25A-4 (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence, recklessness or willful misconduct of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the negligence, recklessness or willful misconduct of Consultant arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 9. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 25A-5 10. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714-647-6956 With courtesy copies to: City Manager City of Santa Ana 20 Civic Center Plaza (M-31) P.O. Box 1988 Santa Ana, California 92702 Fax 714-647-6954 To Consultant: Management Partners, Inc. Ms. Jan Perkins 3152 Redhill Avenue, Suite 210 Costa Mesa, California 92626 Fax 408-453-6191 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement 25A-6 acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 14. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. However, any use of unfinished work product shall be at City's sole risk. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 17. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 25A-7 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Facsimile signatures will be permitted. c. Captions and headings in this Agreement, including the title of this Agreement, are for convenience only and are not to be considered in construing this Agreement. d. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura Sheedy Assistant City Attorney CITY OF SANTA ANA PAUL M. WALTERS City Manager MANAGEMENT PARTNERS GERALD E. NEWFARMER President and CEO 25A-8 EXHIBIT A CONSULTANT'S PROPOSAL June 26, 2012 25A-9 Management >^. Partners June 26, 2012 Mr. Paul Walters City Manager City of Santa Ana 20 Civic Center Plaza, P Floor Santa Ana, CA 92702 Dear Mr. Walters; Management Partners appreciates the opportunity to submit this proposal to extend our contract for management consulting services to the City of Santa Ana. Over the past year, we have provided a variety of management assistance to the City Manager and organization. We understand that the City has a need for assistance for several months with management coordination and direction for its development functions while the City recruits for a Deputy City Manager for development. Additionally, the City is interested in expert guidance for its priority setting and multi-year strategic planning process, facilitation for team building and consulting on other management issues as needs arise. Our Team Members Management Partners has consultants with direct experience in local government in virtually all disciplines. Depending on the City's needs, we will provide consulting expertise in the full range of City services. A complete list of Management Partners consultants is available at y?ww,managementpartners.com. The two lead consultants on this engagement will be Special Advisor Robyn Uptegraff and Senior Partner Jan Perkins. Robyn will provide advice and expertise on economic development, land use planning, development processes, public works, neighborhood improvement and related functions. Jan will be the lead consultant for the City's priority setting and strategic planning process. She and other Management Partners team members will be available to assist the City Manager as needed with other projects, facilitate team building, and provide advice on complex issues. We have provided short bios for Robyn and Jan below. 1730 MADISON ROAD • CINCINNATI, OH 45206 • 513 8615400 • FAX 513 8613480 MANAGEMENTPARTNERS.COM 2107 NORTH FIRST STREET, SUITE 470 • SAN JOSE, CALIFORNIA 95131 • 408 437 5400 • FAX 408 453 6191 3152 RED HILL AVENUE, SUITE 210 • COSTA MESA, CALIFORNIA 92626 • 949-2221082 • FAX 408 453 6191 25A-10 Mr. Paul Walters Page 2 Robyn Uptegraff, Special Advisor, 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, including as assistant city manager. During her tenure in Santa Ana, 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 Entitlement and Environmental Affairs for the nation's largest privately-held real estate company. Her 11 years of experience in this capacity working with public agencies provides valuable insight about public sector operations. Jan Perkins, Senior Partner, has 30 years of management experience in local government. Before joining Management Partners in 2005 she served in several California and Michigan jurisdictions. Jan served as city manager of Fremont and Morgan Hill. She also served as assistant city manager in the cities of Santa Ana, California; Grand Rapids, Michigan; and Adrian, Michigan. She provides assistance to government leaders in organizational analysis, leadership development and executive coaching, strategic planning, team building, budget policy development and governing body/staff effectiveness. Jan has authored a number of articles, including "Hiring 2.0: 23 Creative Ways to Recruit and Keep Great Staff," which appeared in the January/February 2011 issue of Public Management magazine; "Successful Leadership," March 2005, Public Management magazine; and "The Value of Going Back to the Basics," co- authored with former Fremont Mayor Gus Morrison, June 2005, Western City magazine. Jan is an ICMA Credentialed Manager. Among the clients that Jan has assisted are the cities of Rio Rancho and Santa Fe, New Mexico; Las Vegas and North Las Vegas, Nevada; the California cities of Santa Ana, Newport Beach, Stockton, Vallejo, Laguna Beach, Burbank, Pasadena, Glendale, Palo Alto, San Jose, Concord, Laguna Hills, Livermore, Garden Grove, Huntington Beach, Long Beach, Orange, Santa Cruz, Sunnyvale, Novato, and Rancho Cordova; the counties of Alameda, Orange, Monterey, Marin, Riverside, Santa Clara, San Mateo and Ventura; the Alameda County City Managers' Association; the Southern California Association of Governments; the Santa Barbara County Association of Governments; the Sacramento Area Council of Governments; the Orange County Cemetery District, the Contra Costa Transportation Authority; and the Alameda County Congestion Management Agency. J 25A-11 Mr. Paul Walters Fee Proposal Page 3 We are anticipating that Robyn Uptegraff will provide development-related management assistance approximately 16-20 hours a week, depending on the needs of the City. The assistance that Jan Perkins or other Management Partners team members will provide will be on a project-by-project basis and will vary, depending on the City's needs. We will bill on the basis of hours worked, plus travel expenses. We are proposing a not-to-exceed monthly fee of $20,000 to be charged according to the rates shown below. The number of hours is likely to fluctuate by month, depending on the needs of the City of Santa Ana. The contract may be extended by mutual agreement of the City and Management Partners. Position Hourly Rate Senior Partner $195' Partner $175* Special Advisor $150' Mana ement Analyst $ 75 Reflects a reduction front our regular hourly rates. Conclusion We would be pleased to continue assisting the City of Santa Ana with this important work. Please feel free to contact either Jan Perkins (949-202-8870) or me if you have any questions about this proposal. Sincerely, Z_W44t?? Gerald E. Newfarmer President and CEO Accepted for the City of Santa Ana by: Name: Title: Date: J 25A-12