SERVICE PROVIDER AGREEMENT
This SERVIC
E PROVIDER AGREEMENT (“Agreement”) is entered into this ____ day of March 2025 (“ Effective Date”), by and between the CITY OF ALAMEDA, a municipal corporation (“the City”), and The Pivotal Group Consultant, Inc., a CA corporation, whose address is 1945 Pavilion Lane, Chula Vista, CA, 91915 (“ Provider”), in reference to the following facts and circumstances:
RECITALS
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
B. The City is in need of the following services: Strategic planning services, including facility assessments, community engageme nt, and staff engagement for the Alameda Free Library. City staff issued an RFP on October 7, 2024 and afte r a submittal period of 36 days received seven timely submitted proposals. Staff reviewed the proposals, interviewed qualified firms and selected the service provider that best meets the City’s needs.
C. Provider possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein.
D. Whereas, the City Council authorized the City Manager to execute this agreement on March 4, 2025.
E. The City and Provider desire to enter into an agreement for strategic planning services for the Alameda Free Library, upon the terms and conditions herein.
AGREEMENT
NOW, THEREFORE, in consideration of the fo rgoing, which are incorporated herein by reference, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Provider agree as follows:
1. TERM:
The term of this Agreement shall comme nce on the _____ day of March 2025, and shall terminate on the 31st day of May 2026, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED:
Provider agrees to do all necessary work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwis e specified, and to do all necessary work included in Exhibit A as requested. Provider acknowledges that the work plan included in Exhibit A is tentative and does not commit the City to request Provider to perform all tasks included therein.
3. COMPENSATION TO PROVIDER:
Exhibit 1
Docusign Envelope ID: 9430BB60-8024-48D1-B145-412B4790840C a. Provider shall submit to the City an invoi ce at the satisfactory completion of each phase of the project as set forth in Exhibit B. Pricing and accounting of charges are to be according to the fee schedule as set forth in Exhibit B and incorporated herein by this reference.
Compensation for work done under this Agreement, shall not exceed $123,600.
Use of contingency shall be for items of work outside the original scope and requires prior written authorization by the City.
4. TIME IS OF THE ESSENCE:
Provider and the City agree that time is of the essence regarding the performance of this Agreement.
5. STANDARD OF CARE:
Provider shall perform all services under th is Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Provider represents that it is skilled in the professional calling necessary to pe rform all services contracted for in this Agreement. Provider further represents that all of its employees and subcontractors shall have sufficient skill and experience to perform the duties assigned to them pursuant to and in furtherance this Agreement.
Provider further represents that it (and its employees and subcontractors) have all licenses, permits, qualifications, and approvals of wh atever nature that are legally required to perform the services (including a City Business License , as needed); and that such licenses and approvals shall be maintained throughout the term of this Agreem ent. As provided for in the indemnification provisions of this Agreement, Provider shall pe rform (at its own cost and expense and without reimbursement from the City) any services necessa ry to correct errors or omissions which are caused by Provider’s failure to comply with th e standard of care provided for herein. Any employee of the Provider or its sub-providers who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of any services under this Agreement, or a threat to the safety of persons or propert y (or any employee who fails or refuses to perform the services in a manner acceptable to the City ) shall be promptly removed by the Provider and shall not be re-employed to perform any further services under this Agreement.
6. INDEPENDENT PARTIES:
Provider hereby declares that Provider is engaged as an independent business and Provider agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Pr ovider except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Provider’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Provider, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally asso ciated with an employer-employee relationship from any compensation due to Provider. Paymen ts of the above items, if required, are the responsibility of Provider. Any personnel performing the services under this Agreement on behalf of Provider shall also not be employees of City and shall at all times be under Provider’s exclusive direction and control.
Docusign Envelope ID: 9430BB60-8024-48D1-B145-412B4790840C
7. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Provider assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Provider shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Provider.
8. NON-DISCRIMINATION:
Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Provider and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origi n, ancestry, disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Such non-discrimination shall include but not be limited to all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment adver tising, layoff, or termination. Pr ovider agrees that any violation of this provision shall constitute a material breach of this Agreement.
9. HOLD HARMLESS:
a. To the fullest extent permitted by law, Provider shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents a nd volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including reasonable attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Provider’s performance of its obl igations under this Agreement or out of the operations conducted by Provider even if the City is found to have been negligent. If the Claims filed against Indemnitees allege negligence, recklessness or w illful misconduct on the part of Provider, Provider shall have no right of reimbursement agai nst Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Provider.
Provider shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Agreement ar e undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. b. As to Claims for professional liability only, Provider’s obligation to defend Indemnitees (as set forth above) is limited as provided in California Civil Code Section 2782.8. c. Provider’s obligation to indemnify, defend and hold harmless Indemnities shall expressly survive the expiration or early termination of this Agreement.
10. INSURANCE:
a. On or before the commencement of the terms of this Agreement, Provider shall furnish the City’s Risk Manager with certificat es showing the type, amount, class of operations Docusign Envelope ID: 9430BB60-8024-48D1-B145-412B4790840C covered, effective dates and dates of expiration of insurance coverage in compliance with Sections
10.b. (1) through (4). The Certificate Holder shou ld be The City of Alameda, 2263 Santa Clara, Ave., Alameda, CA 94501. Such certificates, which do not limit Provider’s indemnification, shall also contain substantially the following statement:
“Should any of the above insuran ce covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Alameda. Attention: Risk Manager.” Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company licensed to offer insurance business in the State of Califor nia with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Provider shall deliver updated insurance certificates to the City at the address described in Section 17.f. prior to the expiration of the ex isting insurance certificate for the duration of the term of Agreement. Endorsements naming th e City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates.
_____________
Provider Initials
b. COVERAGE REQUIREMENTS:
Provider shall maintain insurance coverage and limits at least as broad as:
(1) Workers’ Compensation:
Statutory coverage as required by the State of California, as well as a Waiver of Subrogation (Rights of Recovery) endorsement. (2) Liability:
Commercial general liability coverage in the following minimum limits:
Bodily Injury: $1,000,000 each occurrence
$2,000,000 aggregate - all other
Property Damage: $1,000,000 each occurrence
$2,000,000 aggregate
If submitted, combined single limit policy with per occurrence limits in the amounts of $2,000,000 and aggregate limits in the amounts of $4,000,000 will be considered equivalent to the required minimum limits shown above. Provider shall also submit declarations and policy e ndorsements pages. Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required. The Additional Insured Endorsement shall include primary and non-contributory coverage at least as broad as the CG 2010.
Docusign Envelope ID: 9430BB60-8024-48D1-B145-412B4790840C (3) Automotive:
Comprehensive automobile liability coverage (any auto) in the following minimum limits:
Bodily injury: $1,000,000 each occurrence
Property Damage: $1,000,000 each occurrence
or
Combined Single Limit: $2,000,000 each occurrence
Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required. (4) Professional Liability:
Professional liability insurance which includes coverage appropriate for the professional acts, errors and omissions of Provider’s profession and work hereunder, including, but not limited to, technology professional liability errors and omissions if the services being provide d are technology-based, in the following minimum limits:
$2,000,000 each claim
Technology professional liability errors and omissions shall include, or be endorsed to include, proper ty damage liability coverage for damage to, alteration of, loss of, or destruction of electronic da ta and/or information “property” of the City in the care, custody, or control of Provider. If not covered under Provider’s liability policy, such “property” covera ge of the City may be endorsed onto Provider’s Cyber Liability Policy as covered property as follows: cyber liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City that will be in the care, custody, or control of Provider.
As to commercial general liability and automob ile liability insurance, such insurance will provide that it constitutes primary insurance with respect to claims insured by such policy, and, except with respect to limits, that insurance applies separately to each insured against whom claim is made or suit is brought. Such insurance is not additional to or contributing with any other insurance carried by or for the benefit of the City.
c. SUBROGATION WAIVER:
Provider hereby agrees to waive rights of subrogation that any insurer of Provider may acquire from Provider by virtue of the pa yment of any loss. Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogati on endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Provider, its employees, agents and subcontractors. d. FAILURE TO SECURE:
Docusign Envelope ID: 9430BB60-8024-48D1-B145-412B4790840C If Provider at any time during th e term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Provider’s name or as an agent of Provider and shall be compensated by Provider for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
e. ADDITIONAL INSUREDS:
The City, its City Council, boards, commi ssions, officials, em ployees, agents, and volunteers shall be named as additional insured(s) under all insurance coverages, except workers’ compensation and professional liability insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured sh all not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.
Additional Insured coverage under Provider’s pol icy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance. Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the additional insured(s). f. SUFFICIENCY OF INSURANCE:
The insurance limits required by the City are not represented as being sufficient to protect Provider. Provider is advised to consult Provider’s insurance broker to determine adequate coverage for Provider. The coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of the coverage carried by or available to Provider; whichever is greater. g. EXCESS OR UMBRELLA LIABILITY:
If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be true “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including but not limited to, the additional insured, SIR, and primary insurance requirements stated therein. No insurance policies maintained by the indemnified parties or Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until all the primary and excess liability policies carried by or available to the Provider are exhausted. If a Provider is using an Excess Liability policy to supplement any insurance co verage required by this Agreement, they must submit the Excess Liability policy in full.
11. CONFLICT OF INTEREST:
Provider warrants that it is not a conflict of interest for Provider to perform the services r
equired by this Agreement. Provider may be required to fill out a conflict of interest form if the services provided under this Agreement require Provider to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.
12. PROHIBITION AGAINST TRANSFERS:
Docusign Envelope ID: 9430BB60-8024-48D1-B145-412B4790840C a. Provider shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or i ndirectly, by operation of law or otherwise, without prior written consent of the City Manager. Provider shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer. The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money agains t the City under this Agreement may be assigned by Provider to a bank, trust company or other financial institution without prior written consent. b. The sale, assignment, transfer or othe r disposition of any of the issued and outstanding capital stock, membership interest, partnership interest, or the equivalent, which shall result in changing the control of Provider, shall be construed as an assignment of this Agreement.
Control means fifty percent or more of the voting power of Provider.
13. APPROVAL OF SUB-PROVIDERS:
a. Only those persons and/or businesses whose names and resumés are attached to this Agreement shall be used in the performance of this Agreement. However, if after the start of this Agreement, Provider wishes to use sub-providers, at no additional costs to the City, then Provider shall submit a written request for consent to add sub-providers including the names of the sub- providers and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion. b. Each sub-provider shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Provider. c. In addition, any tasks or services perform ed by sub-providers shall be subject to each provision of this Agreement. Provider shall include the following language in their agreement with any sub-provider: “Sub-providers hired by Provider agree to be bound to Provider and the City in the same manner and to the same extent as Provider is bound to the City.” d. The requirements in this Section 13 sha ll not apply to persons who are merely providing materials, supplies, data or information that Provider then analyzes and incorporates into its work product.
14. PERMITS AND LICENSES:
Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City business license that may be required in connection with the performance of the services and tasks hereunder.
15. REPORTS:
a. Each and every report, draft, work product, map, record and other document produced, prepared or caused to be prepared by Provider pursuant to or in connection with this Agreement shall be the exclusive property of the City.
Docusign Envelope ID: 9430BB60-8024-48D1-B145-412B4790840C b. No report, information or other data given to or prepared or assembled by Provider pursuant to this Agreement shall be made available to any individual or organization by Provider without prior approval of the City Manager or their designee. c. Provider shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Agreement.
16. RECORDS:
a. Provider shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Provider’s performance under the Agreement, as well as mainta in books and records rela ted to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Agreement (collectively the “Records”). b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Provider shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Agreement. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Provider for a period of three (3) years after receipt of final payment.
c. If supplemental examination or audit of th e Records is necessary due to concerns raised by the City’s preliminary examination or audit of record s, and the City’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Agreement or failure to act in good faith, then Provider shall reimburse the City for all reasonable costs an d expenses associated with the supplemental examination or audit.
17. NOTICES:
a. All notices shall be in writing and delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with deliver y confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.
b. Each notice shall be deemed to have been received on the earlier to occur of: (x) actual delivery or the date on whic h delivery is refused; or (y) three (3) days after notice is deposited in the U.S. mail or with a courier se rvice in the manner described above (Sundays and City holidays excepted).
c. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address. d. All notices, demands, requests, or approvals from Provider to the City shall be addressed to the City at:
Docusign Envelope ID: 9430BB60-8024-48D1-B145-412B4790840C City of Alameda
Library
1550 Oak St.
Alameda, CA 94501
ATTENTION: Michael Eitner, Library Director
Ph: (510) 777-7747
e. All notices, demands, requests, or approvals from the City to Provider shall be addressed to Provider at:
The Pivotal Group Consultant, Inc.
P.O. Box 212164
Chula Vista, CA 91921
ATTENTION: Dr. Lyn Corbett, President
Ph: (619) 882-2964
f. All updated insurance certificates from Provider to the City shall be addressed to the City at:
City of Alameda
City Attorney’s Office
2263 Santa Clara Ave
Alameda, CA 94501
ATTENTION: Lisa Cooper, Administrative Services Coordinator Ph: (510) 747-4764 / [email protected]
18. SAFETY:
a. Provider will be solely and completely responsible for conditions of all vehicles owned or operated by Provider, including the safety of all persons and property during performance of the services and tasks under this Agreement. This requirement will apply continuously and not be limited to normal working hours. In addition, Provider will comply with all safety provisions in confor mance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Agreement. Where any of these are in conflict, the more stringent requirements will be followed. Provider’s failure to thoroughly familiarize itself with the aforementi oned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein. b. Provider will immediately notify the City within 24 hours of any incident of death, serious personal injury or subs tantial property damage that occurs in connection with the performance of this Agreement. Provider will promptly submit to the City a written report of all incidents that occur in connection with this Agreement. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Provider’s employee(s) involved in the incident; (iii) name and address of Provider’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.
19. TERMINATION:
Docusign Envelope ID: 9430BB60-8024-48D1-B145-412B4790840C a. In the event Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Provider shall be deemed in default in the performance of this Agreement. If such default is not cured within two (2) business days after receipt by Provider from the City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the City may thereafter immediately terminate the Agreement forthwith by giving to Provider written notice thereof. b. The foregoing notwithstanding, the City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days’ prior written notice to Provider as provided herein.
c. Upon termination of this Agreement either for cause or for convenience, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. The obligation of the parties under this Section 19.c. shall survive the expiration or early termination of this Agreement.
20. ATTORNEYS’ FEES:
In the event of any litigation, including administrative proceedings, relating to this Agreement, including but not limited to any actio n or suit by any party, assignee or beneficiary against any other party, beneficiary or assignee, to enforce, interpret or seek relief from any provision or obligation arising out of this Agreement, the parties and litigants shall bear their own attorney’s fees and costs. No party or litigant shall be entitled to recover any attorneys’ fees or costs from any other party or litigant, regardless of which party or litigant might prevail.
21. HEALTH AND SAFETY REQUIREMENTS.
Provider acknowledges that the C ity shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Provider ag rees to comply with all such requirements, including, but not limited to, mandatory vaccinati ons, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings. Provider also agrees to make available to the City, at the City’s request, records to demonstrate Provider’s compliance with this Section.
22. COMPLIANCE WITH ALL APPLICABLE LAWS:
During the term of this Agreement, Provider shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Alameda which affect the manner in which the services or tasks are to be performed by Provider, as well as all such orders and decrees of bodies or tribuna ls having any jurisdiction or authority over the same. Provider shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the Cit y. Provider shall defend, indemnify, and hold City (including its officials, directors, officers, empl oyees, and agents) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with such laws and regulations pursuant to the indemnification provisions of this Agreement.
23. CONFLICT OF LAW:
This Agreement shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may dir ect the application of laws of Docusign Envelope ID: 9430BB60-8024-48D1-B145-412B4790840C another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California.
24. WAIVER:
A waiver by the City of any breach of any term, covenant, or cond ition contained herein shall not be deemed to be a waiver of any subs equent breach of the sa me or any other term, covenant, or condition contained herein, whether of the same or a different character.
25. INTEGRATED CONTRACT:
Subject to the language of Section 30, the Recitals and exhibits are a material part of this Agreement and are expressly incorporated here in. This Agreement represents the full and complete understanding of every ki nd or nature whatsoever betwee n the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both the City and Provider.
26. PREVAILING WAGES:
Provider is aware of the r
equirements of California Labor Code Section 1720, et seq., and 1770, et seq. as well as California Code of Regulations, Title 8, Section 1600, et seq., (“Prevailing Wage Laws”) which require the payment of prev ailing wage rates and th e performance of other requirements on “public works” and “maintenance” projects. Provider agrees to fully comply with such Prevailing Wage Laws if the services are being performed as part of an applicable “public works” or “maintenance” project as defined by the Prevailing Wage Laws and if the total compensation is $1,000 or more. City, upon Provider’s request, shall provide Provider with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement.
Provider shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the servi ces available to interested parties upon request; and shall post copies at the Provider’s principal place of business and at the project site. Provider shall defend, indemnify, and hold the City (its elected officials, office rs, 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.
27. CAPTIONS:
The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.
28. COUNTERPARTS:
This Agreement may be executed in any numbe r of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
Docusign Envelope ID: 9430BB60-8024-48D1-B145-412B4790840C
29. SIGNATORY:
By signing this Agreement, signatory warrants and represents that they executed this Agreement in their authorized capacity and that by their signature on this Agreement, they or the entity upon behalf of which they acted, executed this Agreement.
30. CONTROLLING AGREEMENT:
In the event of a conflict between the terms and conditions of this Agreement (as amended, supplemented, restated or othe rwise modified from time to time) and any other terms and conditions wherever contained, including, without limitation, terms and conditions included within exhibits, the terms and conditions of this Agreement shall control and be primary. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Docusign Envelope ID: 9430BB60-8024-48D1-B145-412B4790840C IN WITNESS WHEREOF, the parties have each caused this Agreement to be duly executed on its behalf as of the Effective Date.
The Pivotal Group Consultant, Inc. CITY OF ALAMEDA
a California corporation, a municipal corporation
Lyn Corbett Jennifer Ott
President City Manager
RECOMMENDED FOR APPROVAL
Takisha Corbett
Secretary
Michael Eitner
Library Director
APPROVED AS TO FORM:
City Attorney
H a n n a h N e a d
D
e p u t y C i t y A t t o r n e y
Docusign Envelope ID: 9430BB60-8024-48D1-B145-412B4790840C
The Pivotal Group Consultants Proposal | Alameda Free Library Strategic Plan
SCOPE OF SERVICES AND METHODOLOGY
TPG approaches the strategic planning process in three phases: Evaluate – Validate – Integrate.
This three-step approach has been tested in hundreds of strategic planning efforts and provides a simple and flexible strategic approach to thinking, acting, and learning.
Each phase is designed to be collaborative with the Library, including internal and external stakeholders. The first phase focuses on gathering and analyzing Library data and feedback to establish the strategic direction and communicating about the project plan to gain buy in and understanding from internal stakeholders. The second phase focuses on facilitation and compiling external stakeholder data. The final phase focuses on strategic action plan development and implementation planning that culminates in specific and relevant objectives, goals, and key performance indicators in the form of a “roadmap” that the Library can use to implement and monitor the strategic plan after the project itself concludes. Continuous measurement, implementation, and monitoring activities are included throughout the project.
Our approach is rooted in an inclusive, collective, and collaborative process to ensure that all stakeholders are engaged each step of the way to develop a shared understanding of the work and build consensus on the action plans and direction. We believe that combining both qualitative and quantitative approaches is the best way to gather the data necessary to inform an exceptional Strategic Plan.
Our strategic planning methodology is designed to ensure meeting project deadlines and reporting project activity are consistent throughout the length of the project. We assign a lead personnel with each project we take on and input each client and their respective project including individual tasks and deliverables into our comprehensive internal tracking system to ensure progress is monitored for every activity. Strategic planning projects require a collaborative approach, and we recommend forming a strategic planning team that we can work alongside at the strategic level to provide clarity on general program direction and internal goals.
Exhibit A
Docusign Envelope ID: 9430BB60-8024-48D1-B145-412B4790840C The Pivotal Group Consultants Proposal | Alameda Free Library Strategic Plan Phase One: Evaluate
Organization, Community, & Industry Data Collection
The first phase is to identify the Library’s strategic direction. This phase is tactical in nature and will provide data to assess the Library’s infrastructure and services, and to discuss the planning approach and expectations. This phase emphasizes communication and building plan ownership with Library staff.
Key components of this stage include:
x Strategic Planning Priority Setting Session – Meeting with designated Library leadership to gain deeper understanding of the project, agency culture, and to identify the key questions for the planning process and Library goals. x Strategic Planning Team Meetings – Guided conversations with the designated Strategic Planning Team throughout phase one working directly on the project. x Needs Assessment – Collect Library information to identify gaps. This level of detailed analysis will provide a strong foundation for the subsequent phases. o Document Synthesis – Gathering and reviewing Library documents (can include past Strategic Plans, financial reports, etc.) to assess agency infrastructure and services.
o Facilities Assessment – Inventory Library buildings.
o SWOT Analysis – Identify and evaluate Library’s Strengths, Weaknesses, Opportunities, and Threats to understand the agency’s internal capabilities and external environment.
o Capacity Assessment Tool – Measure institutional core capacities such leadership, management, and technical.
x Strategic Planning Kickoff All-Staff Meeting– Convene Library staff to introduce the strategic planning process, encouraging questions and feedback through structured, participatory exercises facilitated by TPG.
x Phase 1 Conclusion – Meeting with the strategic planning team and other identified key individuals to discuss findings and next steps.
Deliverables: Meeting with Library Leadership; forming/meetings with the Strategic Planning Team; All-Staff Kickoff; Needs Assessment; data results and draft agenda for Phase 2.
Phase Two: Validate
Team Meetings, Research and Assessment, and Stakeholder Engagement Phase Two builds on the information gathered during Phase One with a focus on gathering data from key stakeholders. TPG believes strategy always begins with an understanding of the agency’s core identity and seeks to leverage its core strengths and qualities to be most effective.
We prioritize engagement and participation through direct outreach during this phase. Combining both qualitative and quantitative approaches will provide a strong foundation for the completion of this project. This multi-pronged approach to community engagement and data collection will ensure a strategic plan that truly reflects the needs, aspirations, and potential of the Library.
Exhibit A
Docusign Envelope ID: 9430BB60-8024-48D1-B145-412B4790840C The Pivotal Group Consultants Proposal | Alameda Free Library Strategic Plan Key components of this stage include:
x St
rategic Planning Team Meetings – Regularly scheduled working and update meetings; includes guided discussions with the Team regarding Library mission, vision, values, and strategic priorities to identify challenges and opportunities and validate data and feedback. This process is used to develop strategies to promote overall planning and sustainability.
x All-Staff Meeting – Convene Library staff to provide a project update, introduce staff survey, and facilitate structured opportunity for staff feedback to learn specific needs and perspectives of staff.
x Stakeholder Engagement (Interviews/Surveys/Forums) – TPG will facilitate and gather employee and community input to identify current and future topics of interest and agency goals. TPG will strategize communicating the Library’s strategic planning process to ensure Library partner and community participation.
Community engagement is the backbone of any successful strategic plan. Therefore, we have developed robust, tailored methodologies to capture diverse perspectives and ensure inclusiveness.
o Employee Survey: We will design and administer a virtual Library employee survey to assess workload, prioritizing tasks, and institutional barriers to completing tasks.
o Community Survey: We will design and administer both online and paper-based surveys to reach library users and non-library users. Our surveys will be designed to gather opinions on existing services, areas of improvement, and community needs. Survey will be available in English, Spanish, and Chinese. o Interviews: We will conduct a joint interview with the City Manager and Assistant City Manager, and individual interviews with the Mayor, City Councilmembers, and Library Board Members to glean deeper insights.
o Stakeholder/Partner Forums: We will facilitate two forums with designated Library Community Partners to gain feedback on the library from these stakeholders.
o Community Forums: We will facilitate community forums at designated Library locations where broader community input can be captured allowing for open dialogue and the emergence of innovative ideas and perspectives. (4 English meetings, 1 Spanish meeting, & 1 Mandarin meeting.)
o Digital Engagement: Recognizing the importance of digital platforms, we will utilize social media, email newsletters, and online publications to engage with the community, especially those who may not be able to participate in-person. x Compile Data and Research – TPG will analyze the findings from the above activities for common themes and meet to discuss the findings and next steps.
Deliverables: Facilitated team meetings; All-Staff meeting; stakeholder engagement; Mission/Vision/Values review; and stakeholder summary report.
Exhibit A
Docusign Envelope ID: 9430BB60-8024-48D1-B145-412B4790840C The Pivotal Group Consultants Proposal | Alameda Free Library Strategic Plan Phase Three: Integrate
Strategic Action Plan Development, Final Strategic Plan, Develop Implementation Plans Phase three entails completing all identified deliverables and presenting draft and final strategic plans. The Library will be engaged around strategies to progress with and monitor progress on the Strategic Plan.
Key components of this stage include:
x Draft Strategic Action Plan – Subcommittees within the planning team will be established around identified priority areas to produce a draft strategic action plan with detailed goals, objectives, and major initiatives (including responsibilities, activities, and timelines) to be included in the final strategic plan document. Groups will meet 1-2 times during Phase 3 and utilize tools that address the priorities facing the agency. TPG will facilitate subcommittee meetings as needed to assist with strategy prioritization. x Finalized Five-Year Strategic Plan – This includes both an internal plan document and a public-facing document for publishing and distribution. The full internal detailed Strategic Plan document includes all the finalized content developed in the Strategic Action Plan as well as metrics and outcome measures. The public-facing Strategic Plan document includes the Library mission, vision, values, and the high-level strategy goals, objectives, and major initiatives. We work with a graphic designer to develop a document that is visually impactful.
x Implementation – We will engage with Strategic Planning team regarding strategies to keep the Strategic Plan a relevant and living document. TPG can provide recommendations for a strategic planning tracking platform for monitoring and evaluating implementation of the plan.
Deliverables: Strategic planning team meetings; draft and final internal and public-facing Strategic Plan; and plan tracking approach.
Exhibit A
Docusign Envelope ID: 9430BB60-8024-48D1-B145-412B4790840C The Pivotal Group Consultants Proposal | Alameda Free Library Strategic Plan
TIMELINE
We work with our clients to develop a strategic planning schedule and timeline that works for them. The proposed timeframe for this project is six months from the start of the contract with the Library.
The Gannt Chart below depicts our estimated timeline for each task that comprises our proposal. 0RQWK 0RQWK 0RQWK 0RQWK 0RQWK 0RQWK 0RQWK Phase 1
Strategic Planning Priority Setting Session
Strategic Planning Team Meetings
Needs Assessment Data Collection (Document
Synthesis, Facilities Assessment, SWOT Analysis, &
Capacity Assessment Tool)
Strategic Planning Kickoff All-Staff Meeting
Phase 2
Strategic Planning Team Meetings
All-Staff Meeting
Develop Stakeholder Interview Guides, Staff Survey, &
Community Survey
Conduct Interviews and Surveys
Conduct Partner & Community Forums
Compile and Share Results
Phase 3
Subcommittees Established & Meet Regarding
Identified Priority Areas
Development of Draft Detailed Strategic Action Plan
Incorporate Feedback & Revise Strategic Plan
Final Strategic Plan Document Development &
Implementation Planning
Exhibit A
Docusign Envelope ID: 9430BB60-8024-48D1-B145-412B4790840C The Pivotal Group Consultants Proposal | Alameda Free Library Strategic Plan COST
See the table below for our Cost Proposal.
TPG Cost Proposal
Alameda Free Library Strategic Plan
Amount
(hours)
Cost Per
Hour TOTAL
1 Phase 1
1.1 Intro Planning & Team Meetings; Development of Finalized Project Plans 11 $200 $2,200
1.2 Needs Assessment Data Collection (Document Synthesis, Facilities Assessment, SWOT Analysis, & Capacity Assessment Tool)
50 $200 $10,000
1.3 Strategic Planning Kickoff All-Staff Meeting 11 $200 $2,200 2 Phase 2
2.1 Strategic Planning Team Meetings 30 $200 $6,000
2.2 All-Staff Meeting 11 $200 $2,200
2.3 Develop & Facilitate Stakeholder Interviews (City Manager + Assistant City Manager; Mayor, City Councilmembers, &
Library Board Members)
80 $200
$16,000
2.4 Develop & Conduct Staff Survey & Community Survey 125 $200 $25,000
2.5 Plan & Facilitate Library Partner Forums (2) & Community Forums (4) 100 $200
$20,000
2.6 Compiling & Sharing Results 80 $200 $16,000
3 Phase 3
3.1 Subcommittees and Development of Strategic Action Plans; Draft Strategic Plan Revision 70 $200
$14,000
3.2 Final Strategic Plan Development and Implementation Planning 30 $200 $6,000
TOTAL COST SECTIONS 1 - 3 $119,600
4 Overhead Costs
4.1 Communications - - $1,000
4.2 Translator/Interpreter Services - - $2,000
4.2 Travel - - $1,000
TOTAL OVERHEAD $4,000
PROJECT TOTAL $123,600
Exhibit B
Docusign Envelope ID: 9430BB60-8024-48D1-B145-412B4790840C 1001486 132849.14 04-13-2022
INSR
LTR TYPE OF INSURANCE
ADD
INSD
SUB
WVD POLICY NUMBER
POLICY EFF
(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY) LIMITS
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY
PRO-
JECT LOC
OTHER:
EACH OCCURRENCE $
DAMAGE TO RENTED
PREMISES (Ea occurrence) $
MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GENERAL AGGREGATE $
PRODUCTS - COMP/OP AGG $
$
AUTOMOBILE LIABILITY
ANY AUTO
OWNED
AUTOS ONLY
SCHEDULED
AUTOS
HIRED
AUTOS ONLY
NON-OWNED
AUTOS ONLY
COMBINED SINGLE LIMIT
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BODILY INJURY (Per person) $
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$
UMBRELLA LIAB OCCUR
EXCESS LIAB CLAIMS-MADE
DED RETENTION $
EACH OCCURRENCE $
AGGREGATE $
$
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Y / N
N / A
PER
STATUTE
OTH-
ER $
E.L. EACH ACCIDENT $
E.L. DISEASE - EA EMPLOYEE $
E.L. DISEASE - POLICY LIMIT $
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
CANCELLATION
E-MAIL
ADDRESS:
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(A/C, No, Ext):
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INSURER D :
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If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A st atement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIO D INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is req uired)
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DATE (MM/DD/YYYY)
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
AUTHORIZED REPRESENTATIVE
Y Y 90-E1-G380-8 05/20/2024 05/20/2025
2,000,000
300,000
10,000
2,000,000
4,000,000
4,000,000
574 7788-F01-55D 12/01/2024 06/01/2025
1,
000,000
1,000,000
1,000,000
1,000,000
Miscellaneous Errors & Omissions
Professional Liability Insurance PS0000007297700 01/01/2025 01/01/2026 EACH WRONGFULL ACT 2,000,000
TOTAL LIMIT OF LIABILITY 2,000,000
[email protected]
Lorena Loera Ins. Lic. 0E07882
619-482-8560
State Farm General Insurance Company 25151
State Farm Insurance / Agent Jose Doria
1685 Metro Ave. Ste 104
Chula Vista, Ca 91915
THE PIVOTAL GROUP CONSULTANTS INC.
1945 PAVILION LN
CHULA VISTA, CA 91915-3214
01/08/2025
CITY OF ALAMEDA, IT'S CITY COUNCIL,OFFICERS
EMPLOYEES VOLUNTEERS,BOARDS AND COMMISSIONS
2263 SANTA CLARA AVE
ALAMEDA, CA 94501
-Required Additional Insured and Waiver of Subrogation Language: The City of Alameda, its City Council, Boards, Commissions, officials, employees, and volunteers.
Following Endorsements Required:
-General Liability Additional Insured Endorsement CG2010 or equivale nt
-Wa
iver of Subrogation Endorsement(s) for: Workers Compensation -Coverage is Primary/Non Contributory Endorsement(s) for: General Liability Lorena Loera Ins. Lic 0E07882
Docusign Envelope ID: 9430BB60-8024-48D1-B145-412B4790840C 1/27/2025
1004362 142991.3 04-14-2023
EFFECTIVE DATE:
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AGENCY
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of
PageADDITIONAL REMARKS SCHEDULE
ADDITIONAL REMARKS
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THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, © 2008 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
ACORD 101 (2008/01)
55-8854
2 2
JOSE R. DORIA / STATE FARM INSURANCE AGENCY
90-E1-G380-8 G
State Farm General Insurance Company 25151
THE PIVOTAL GROUP CONSULTANTS, INC.
01/01/2025
25 CERTIFICATE OF LIABILITY INSURANCE
Liability as respects to the City.
Ce
rtificate Holder is included as additional insured with regard to General Liability where required by written contract.
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