CITY OF SIGNAL HILL
PROFESSIONAL CONSULTANT SERVICES AGREEMENT
Parties and Date.
This Agreement is made and entered into this 14th day of February, 2023, by and between the City of Signal Hill, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 2175 Cherry Avenue, Signal Hill, CA 90755("City") and Moss Adams LLP, a limited liability partnership, with its principal place of business at 999 Third Avenue, Suite 2800, Seattle WA 98104("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." Recitals.
Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional strategic planning consulting services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional strategic planning consulting services to public clients, is licensed in the State of California, and is familiar with the plans of City.
Project.
City desires to engage Consultant to render such professional strategic planning consulting services for the 2023-2028 Five-Year Strategic Plan project ("Project") as set forth in this Agreement.
Terms.
Scope of Services and Term.
General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional strategic planning consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
Term. The term of this Agreement shall be from February 14, 2023 to February 14, 2024, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
Responsibilities of Consultant.
Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.
Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Colleen Rozillis, Partner; Annie Rose Favreau, Senior Manager.
City's Representative. The City hereby designates Carlo Tomaino, City Manager, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.
Consultant's Representative. Consultant hereby designates Colleen Rozillis, Partner, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.
Standard of Care; Performance of Employees. Consultant shall perform all Services under this 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. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services and that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions in connection with the Services. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be reemployed to perform any of the Services or to work on the Project.
Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner applicable to the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom.
Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.
Insurance. Consultant agrees to procure and maintain, at Consultant’s expense all insurance specified in Exhibit “D” attached hereto and by this reference incorporated herein. Consultant shall require all subconsultants to carry the same policies and limits of insurance that the Consultant is required to maintain, unless otherwise approved in writing by the City.
Reserved.
Fees and Payments.
Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed Forty One Thousand Eight Hundred Dollars ($41,800) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice. City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.
Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.
Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.
Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit “C” may be adjusted each year at the time of renewal as set forth in Exhibit “C.” Labor Code Requirements.
Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. 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, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
Registration. If the Services are being performed as part of an applicable “public works” or “maintenance” project, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR.
Accounting Records.
Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records to the extent they are subject to the Public Records Act for a period of three (3) years from the date of final payment under this Agreement.
General Provisions.
Termination of Agreement.
Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.
Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished Deliverables prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such finished Deliverables within fifteen (15) days of the request.
Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Consultant: Moss Adams LLP
999 Third Ave, Suite 2800
Seattle, WA 98104
ATTN: Colleen Rozillis, Partner
City: City of Signal Hill
2175 Cherry Avenue
Signal Hill, CA 90755
ATTN: Carlo Tomaino, City Manager
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
Ownership of Materials and Confidentiality.
Ownership; Licensing of Intellectual Property. City shall own all final reports and other completed deliverables created under this Agreement and delivered to City, excluding any Consultant Material (defined below) contained or embodied therein ("Deliverables"). Consultant shall own: (i) its working papers and any engagement documentation; and (ii) any general skills, know-how, expertise, ideas, concepts, methods, techniques, processes, software, materials, or other intellectual property which may have been discovered, created, received, or developed by Consultant either prior to or as a result of providing services under the Agreement (collectively, "Consultant Materials").This Agreement creates a nonexclusive, non-transferrable and perpetual license for City to use Consultant Materials for its own internal use and only for the purposes for which they are delivered to the extent they form part of a Deliverable. Consultant shall require all subconsultants to agree in writing that City is granted a nonexclusive and perpetual license for any Consultant Materials the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Consultant Materials. Consultant makes no such representation and warranty in regard to Consultant Materials which were prepared by design professionals other than Consultant or provided to Consultant by the City.
Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written or other information provided to Consultant and any materials that include City Information created by Consultant in connection with the performance of this Agreement (“City Proprietary Information”) shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project, except as may be required by law. Consultant and its personnel are free to use and employ their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques or skills gained or learned during the course of this Agreement so long as they acquire and apply such information without any unauthorized use or disclosure of City Proprietary Information. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.
Cooperation; Further Acts. The Parties shall fully cooperate with one another as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation (as determined by a court of competent jurisdiction in a final order from which no appeal may be granted) shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action.
Indemnification.
To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all third-party claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, to the extent caused by the acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorneys fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Consultant or the City, its officials, officers, employees, agents or volunteers.
If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.
Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.
Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.
Time of Essence. Time is of the essence for each and every provision of this Agreement.
City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
Limitation of Liability. The total liability of each party, and its Officers, Directors, Partners, Principals, Members, Employees, Subcontractors, and Agents (Collectively, "Persons”), to the other party for any and all damages whatsoever arising out of this agreement from any cause, including but not limited to negligence, errors, omissions, strict liability, breach of contract, indemnification obligations, or breach of warranty shall not, in the aggregate, exceed three times the fees paid or payable to consultant under this Agreement. This limitation will not apply to the extent losses are caused by a party's fraud or willful misconduct.
Subcontracting
Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
CITY OF SIGNAL HILL
MOSS ADAMS LLP
By:
By:
Carlo Tomaino
City Manager
Colleen Rozillis, Partner
[If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary OR Treasurer REQUIRED] ATTEST:
By:
[INSERT NAME AND TITLE
By:
Carmen Brooks
City Clerk
APPROVED AS TO FORM:
By:
Matthew E. Richardson
City Attorney
EXHIBIT "A"
SCOPE OF SERVICES
Strategic Plan Facilitation
Scope of Work
Project understanding
We understand that the City of Signal Hill is in need of an experienced consultant to help develop a multi-year strategic plan to guide the future of the City.
For over 40 years, Moss Adams has provided strategic planning services to governments, not-for-profit organizations, and businesses. Our planning expertise will enable us to help the City develop a comprehensive, practical, and achievable strategic plan that engages stakeholders throughout the planning process. Our approach identifies not just key goals and priorities, but the practical, actionable steps to attain goals; implementation planning; and performance measures to monitor and report progress to leadership and the community.
Our proposed workplan is composed of four distinct phases: coordination, fact finding, facilitation, and reporting. We’ve provided a detailed breakdown of each workplan phase and its components below.
PHASE 1: COORDINATIONPHASE 1: COORDINATION
PHASE 1: COORDINATION
PHASE 1: COORDINATION
Project coordination will encompass finalizing the work plan, establishing progress reporting requirements, confirming City and Moss Adams responsibilities and timing, providing ongoing project management, and performing quality assurance.
Finalize Work Plan
Upon contract award, we will conduct a kickoff meeting with the City’s strategic planning team to finalize the work plan and establish clear expectations for the project. The work plan will define the scope, timing, resources, and level of effort required to complete each phase. We will work with you to establish the City management, City Council, and Moss Adams roles and responsibilities for generating information and inputs. The work plan will also specify the stakeholder engagement process, including target participants for each engagement opportunity.
Provide Progress Reports
We’ll work with City leadership to establish protocols for managing work and submitting progress reports to verify the project is being performed on time, within budget, and at a satisfactory level of quality. To keep you informed of project progress, we will provide regular reports (at the City’s desired frequency) that address schedule status, budget status, and any issues that may require attention.
Perform Quality Assurance
A partner will review all deliverables to verify that our mutual quality standards are met before submittal. phase 1
Deliverables
Final work plan and schedule
Ongoing progress reports
Ongoing quality assurance reviews
PHASE 2: FACT FINDINGPHASE 2: FACT FINDING
PHASE 2: FACT FINDING
PHASE 2: FACT FINDING
We believe the strategic planning process is just as important as the resulting plan. Preparation activities will include stakeholder engagement and assembling appropriate information from relevant documents.
Conduct Initial Orientation Work Session(s)
We’ll begin the planning process by conducting 1-2 orientation sessions with City leadership (Council and management). These sessions will set priorities for the strategic planning process and review the organization’s current budgets, plans, and priorities; current challenges and opportunities; mission, vision, and goal statements; and annual work plan.
Conduct Needs Assessment/Environmental Scan
The needs assessment/environmental scan will provide essential input for the planning process by identifying focus areas to be addressed by goals, objectives, and initiatives. We will:
Conduct individual interviews with Council members and City department directors Request and review relevant documents, including past plans, organizational charts, budgets, community surveys, and previous reports Administer an all-staff survey to gain insights from employees across the organization Interview up to 8 stakeholder groups and/or administer a survey to gather insights from stakeholders Key elements of the needs assessment and environmental scan will include understanding the City’s and future needs as we assess values, strengths, weaknesses, opportunities, and threats. phase 2
Deliverables
Needs assessment / environmental scan results
Employee survey results (optional)
Stakeholder engagement results
PHASE 3: FACILITATIONPHASE 3: FACILITATION
We will conduct 1-2 facilitated work sessions with the City’s management team and Council to develop the plan’s formal components. Our planning sessions will focus on the development of three to five objectives aligned with the organization’s mission, vision, and values; actionable tactics; and performance metrics. Key inputs from the needs assessment/environmental scan and stakeholder engagement will be synthesized and presented for consideration during these sessions. We’ll design our workshops to increase communication, trust, and collaboration between the participants; and collaboratively develop a practical, achievable, implementable plan.
PHASE 3: FACILITATION
PHASE 3: FACILITATION
Whether virtual or in-person, we’ll coordinate with the City to manage the logistics and facilitation of each planning session. We’ll draft meeting agendas and materials for City review and input prior to meetings and provide summaries to participants to ensure our session results are captured accurately and understood consistently.
In between sessions, we’ll use individual interviews, surveys, and small group discussions to gain insight into priorities, outcomes, and activities to achieve results. phase 3
Deliverables
Planning session results
PHASE 4: REPORTINGPHASE 4: REPORTING
PHASE 4: REPORTING
PHASE 4: REPORTING
We will facilitate the production of a final strategic plan document that includes an implementation plan with defined milestones and measures. The strategic plan will function both as the City’s blueprint for success and as a powerful communication tool. It will serve as a “living” document that covers a five-year period and establish annual priorities and performance measures, which will identify, communicate, and support progress monitoring. The overall strategic plan will incorporate the following:
Vision, mission, and values
3-5 strategic goals
Objectives and actions
Implementation timing
Outcome-focused performance metrics
We will also draft and deliver an implementation plan for the first 1-2 years of the plan, along with a template that can be used to select priorities and track progress toward goals in future years.
We will submit the draft plan to City leadership for review and revise the draft plan based on comments. We will also solicit community input on the draft plan via an online survey.
The draft plan and process overview will be presented based on direction from the City, we will make any required changes and then finalize the strategic plan. phase 4
Deliverables
Draft strategic plan
Final strategic plan
Summary of community input
Implementation plan for Years 1-2
Implementation template for tracking and reporting status of strategic plan implementation EXHIBIT "B"
SCHEDULE OF SERVICES
timeline and Cost Estimate
Four to five months to complete, assuming the project commenced in February (aiming to have a draft of the strategic plan ready for Council review by May 10) Estimated fees: $38,000; plus travel expenses if needed, not to exceed 10% of fees; total not to exceed cost $41,800.
staffing
Colleen Rozillis, Partner – Quality Assurance, Facilitation Annie Rose Favreau, Senior Manager – Project Manager, Facilitation Evan Lih, Senior Consultant – Lead Analyst
Consultant shall perform services in accordance with the scope of work Exhibit “A” within the timeframe of the Agreement commencing on February 14, 2023 and ending on February 14, 2024 and meet any other deadlines established by City staff over the term of the Agreement.
EXHIBIT "C"
COMPENSATION
Consultant shall receive compensation for the services pursuant to section 3.3.1 of the Agreement at the rates set forth below. In no event shall the total compensation paid to Consultant, including authorized expenses and reimbursements exceed $41,800 over the term of the Agreement. [Moss Adams to provide rates]
EXHIBIT “D”
INSURANCE REQUIREMENTS
Insurance. [CITY RISK MANAGER TO REVIEW PRIOR TO EACH USE] Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.
Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) excluding coverage for claims or suits by one insured against another (cross-liability); or (2) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
Automobile Liability Insurance: Automobile Liability Insurance covering non-owned and hired vehicles covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence.
Workers' Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000 per claim and in the aggregate. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.
Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies (in the case of notice, notice shall come from the primary insured and is not required to be included in the policy or endorsement):
Commercial General Liability
Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds via blanket endorsement with regard to liability and defense of suits or claims arising out of the performance of the Agreement.
Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) restrict coverage to "sole" liability of Consultant; or (3) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement.
Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been provided to the City by Consultant except ten (10) days shall be allowed for non-payment of premium.
Automobile Liability:
Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been provided to the City by Consultant except ten (10) days shall be allowed for non-payment of premium.
Professional Liability (Errors & Omissions):
Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been provided to the City by consultant except ten (10) days shall be allowed for non-payment of premium.
Workers' Compensation:
Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been provided to the City by Consultant except ten (10) days shall be allowed for non-payment of premium.
Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.
Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City, its officials, officers, employees, agents, and volunteers, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
Deductibles and Self-Insured Retentions. Consultant shall be responsible for payment of any deductible or self-insured retention Coverage shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies (which may be redacted to protect proprietary information), or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.
Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A-:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
Enforcement of Agreement Provisions (non estoppel). Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City. (BB&K 2019)
55136.00200\31918793.1
-8-
(BB&K 2019)
55136.00200\31918793.1
Exhibit “A”-3
(BB&K 2019)
55136.00200\31918793.1
Exhibit “B”-1
55136.00200\31918793.1
(BB&K 2017)
55136.00200\31918793.1
Exhibit “C”-1
(BB&K 2019)
55136.00200\31918793.1
Exhibit “D”-4
(BB&K 2019)
55136.00200\31918793.1
Exhibit “D”-1