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HomeMy WebLinkAboutStaff Report 3.M 08/05/2019Agenda Item #3.M DATE: August 5, 2019 TO: Honorable Mayor and Members of the City Council through City Manager FROM: Peggy Flynn, City Manager SUBJECT: Resolution Authorizing the City Manager to Execute an Agreement with Michael S. Frank Consulting to Provide Executive Level Consulting, Project Management, Facilitation, Process Development and Policy and Financial Analysis Services in an Amount Not -to -Exceed $72,000 RECOMMENDATION It is recommended that the City Council adopt the attached Resolution Authorizing the City Manager to Execute an Agreement with Michael S. Frank Consulting to Provide Executive Level Consulting, Project Management, Facilitation, Process Development and Policy and Financial Analysis Services in an Amount Not -to -Exceed $72,000. The City Council has expressed its clear intention to engage the community on the current quality of life in the City of Petaluma, the community's desires for improving that quality of life and the potential means of achieving the community's goals. To expand the City's community engagement efforts, it will be necessary to develop a clear understanding of the City's organizational and financial picture. The Consultant will develop a process and framework for the City Council, staff, and the community to engage in fact -based discussions about the financial and policy options available. The consultant was issued a short-term PSA in April for the remainder of the 2019 fiscal year, in an amount not to exceed $15,000. The proposed action allows for continuation of the work, with an anticipated ending date of October 30, 2020. DISCUSSION Initially, the consultant will work with the City's Finance Department and City Manager's Office staff to conduct an overview of the City's financial and organizational status and will highlight weaknesses, risks, and opportunities. The consultant will review City budgets, financial audits, fund reserves and reserve policies, Capital plarming documents, budget forecasting models, Ca1PERS cost projections, bond indebtedness, community facilities, cost allocation methodologies, impact fees' status and calculations, and other documents, policies and programs. Phase 2 of the Consultant's work will include development, facilitation, and project management of a process that will lead to a public engagement effort focused on weighing various policy options. This phase will also include an on-line options tool and a Fiscal and Organizational Sustainability Plan. The Consultant will review issues identified in the first phase of work, and with input from City staff, will determine the scope of the Fiscal and Organizational Sustainability Plan, The Consultant will identify and engage appropriate experts and outside resources, as.well as City departments, and will research as appropriate other neighboring and comparable cities. The Consultant will also work with other City staff utilizing additional engagement tools such as newsletters, presentation materials, handouts, and workshops. The attached agreement is between the City and Michael S. Frank Consulting. The term of the Consultant engagement is until October 31, 2020. The fee for services is an amount not to exceed $72,000. The Scope of Services is also provided as anattachment to this report. It should be noted that this agreement can be terminated with ten days' notice, if the full range of services contemplated in the scope of work and project timeline change. PUBLIC OUTREACH. Public Outreach was not completed for this specific item, however the item is itself is intended to enhance the City's public outreach efforts. FINANCIAL IMPACTS The estimated not -to -exceed cost of services is $72,000. The source of funding for this project is from funds remaining in the FY 18-19 City Manager General Fund Budget. The remaining funds will be carried forward to the FY 19-20 budget and will be utilized to cover the estimated cost of service. This adjustment will be brought forward in conjunction with the first quarter budget adjustments. Work to date and completed under separate contract totaled $15,000, and was paid from salary savings in the FY 2018-19 City Manager budget. ATTACHMENTS 1. Resolution 2. Agreement with Scope of Services 2 ATTACHMENT 1 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PETALUMA AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT FOR EXECUTIVE LEVEL CONSULTING, PROJECT MANAGEMENT, FACILITATION, PROCESS DEVELOPMENT AND POLICY AND FINANCIAL ANALYSIS SERVICES WHEREAS, the City of Petaluma wishes to conduct communications and outreach services to residents of Petaluma to assist the City in determining current public priorities and perspectives; and WHEREAS, it is imperative that the City conduct outreach and actively engage the public as to the City's current and projected financial condition, inability to adequately invest in its infrastructure, and to assess the public's interest in various policy solutions to address these needs; and WHEREAS, policy options need to be developed with input from City staff, residents, and City Council and ultimately considered in terms of their trade-offs and impacts; and WHEREAS, there is a need to bring in financial and organizational expertise to assist in this significant effort; NOW, THEREFORE, BE IT RESOLVED that the City Council hereby authorizes the City Manager to execute a professional services agreement with Michael S. Frank Consulting in an amount not -to -exceed $72,000. 3 PROFESSIONAL SERVICES AGREEMENT Financial, Budaet and Policy Review and Fiscal Sustainabilitv Plan (Title of Project) FY Fund # Cost Center Object Code Project # Amount $ For multi-year contracts or contracts with multiple accounts: FY Fund # Cost Center Object Code Project # Amount $ FY Fund # Cost Center Object Code Project # Amount $ FY Fund # Cost Center Object Code Project # Amount $ FY Fund # Cost Center Object Code Project # Amount $ FY Fund # Cost Center Object Code Project # Amount $ THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is entered into and effective as of , 20 ("Effective Date"), by and between the City of Petaluma, a (city use only) municipal corporation and a charter. city ("City") and Michael S. Frank Consulting, a ("Consultant")_ (collectively, the "Parties"). WHEREAS, the Parties enter into this Agreement for the purpose of Consultant Providing professional services to City under the terms and conditions set forth herein. THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties agree as follows: Services. Consultant shall provide the services as described in and in accordance with the schedule set forth in Exhibit "A" attached hereto and incorporated herein ("Services"). 2. Compensation, Business Tax Certificate. A. For the full performance of the Services as described herein, City shall compensate Consultant in accordance with the rates specified in Exhibit A. B. Consultant shall submit detailed monthly 'invoices reflecting all services performed during the preceding month and including a revised schedule for performance and additional documentation requested by City, as applicable. C. Consultant shall be compensated for services in addition to those described in Exhibit A, only if Consultant and City execute a written amendment to this Agreement describing the additional services to be performed and the compensation to be paid for such services. In no case shall the total compensation under this Agreement exceed $72,000 without prior written authorization of the City Manager. Further, no compensation for a section or work program component attached with a specific budget shall be exceeded without prior written authorization of the City Manager. D. Notwithstanding any provision herein, Consultant shall not be paid any compensation until such time as Consultant has on file with .the City Finance Department a current W=9 form available from the IRS website (www.irs.f4ov) and has obtained a currently valid Petaluma business tax certificate. PROFESSIONAL SERVICES AGREEMENT—PREVAILING WAGES Sept2018 E. City's obligation to pay compensation to Consultant as provided herein is contingent upon Consultant's performance of the Services pursuant to the terms and conditions of this Agreement and any amendments thereto. 3. Term. The term of this Agreement commences on the Effective Date, and terminates on October 31, 2020, unless sooner terminated in accordance with Section 4. Upon termination, any and all of City's documents or materials provided to Consultant and any and all of the documents or materials prepared for City or relating to the performance of the Services, shall be delivered to the City as soon as possible, but not later than fourteen (14) days after termination of the Agreement. 4. Termination. City may terminate this Agreement without cause upon ten (10) days' written notice. City may immediately terminate or suspend this Agreement for cause. Cause for immediate termination or suspension shall include, but not be limited to, any breach of this Agreement by Consultant or Consultant's bankruptcy or insolvency. Upon receipt of notice of termination or suspension for cause, Consultant shall immediately stop all work in progress under this Agreement. In the event of early termination of this Agreement by City, Consultant shall be entitled to payment for all Services performed to the date of termination to the extent such Services were performed to the satisfaction of City in accordance with the terms and conditions of this Agreement. If City terminates this Agreement for cause, Consultant shall be liable to City for any excess cost City incurs for completion of the Services. 5. Consultant's Representation; Independent Contractor. Consultant represents that Consultant possesses distinct professional skills in performing the Services. City has relied upon said representation as a material inducement to enter into this Agreement. Consultant shall, therefore, provide properly skilled professional and technical personnel to perform all Services under this Agreement. It is expressly understood that Consultant and its agents and employees, shall act in an independent capacity and as an independent contractor and not as officers, employees or agents of City. This Agreement shall not be construed as an agreement for employment. 6. Facilities and Equipment. Consultant shall,. at its sole cost and expense, furnish all facilities and equipment that may be required for furnishing Services pursuant to this Agreement. City shall furnish to Consultant no facilities or equipment, unless the City otherwise agrees in writing to provide the same. 7. Licenses, Permits, Etc. Consultant shall, at Consultant's sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits or other such approvals which are legally required for performing the Services. 8. Time. Consultant shall devote such time to the performance of the Services as may be reasonably necessary for satisfactory performance of Consultant's obligations pursuant to this Agreement. 9. Inspection. Consultant shall provide the City every reasonable opportunity to ascertain that the Services are being performed in accordance with the requirements and intentions of this Agreement. All work done and materials furnished, if any, shall be subject to inspection and approval by the City. The inspection of such work shall not relieve Consultant of any of its obligations pursuant to this Agreement. 2 PROFESSIONAL SERVICES AGREEMENT — PREVAILING WAGES Sept 2018 Page 5 10. Progress Reports. Upon the City's request, Consultant shall provide, in a form acceptable to City, written progress reports of all oral and written observations, opinions, recommendations, analyses, progress and conclusions related to Consultant's performance of the Services. 11. Confidentiality,. In the course of Consultant's employment, Consultant may have access to trade secrets and confidential information, disclosure of which is protected or limited by law. Consultant shall not directly or indirectly disclose or use any such confidential information, except as required for the performance of the Services. 12. Conflict of Interest. Consultant represents that it presently has no interest, and covenants that, it shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or. degree with the performance of the Services hereunder. Consultant further covenants that, in the performance of this Agreement; it shall not employ any subcontractor or person having such a conflict of interest. Consultant represents that no one who has or will have any financial interest under the Agreement is an officer or employee of City. If such conflict of interest arises during this Agreement or any extension, Consultant will immediately advise City and City may, at its sole discretion, immediately terminate this Agreement. Certain Consultants are subject to the requirements, including the disclosure and reporting requirements, of the City's Conflict of Interest Code adopted pursuant to the Political Reform Act. Such Consultants subject to the City's Conflict of Interest Code include those whose work may involve: making government decisions regarding approval or adoption of rates, rules, or regulations, action on permits or other applications, authorization to enter into or modify contracts, or approval of plans, designs, reports, or studies. Consultant agrees to comply fully with all such requirements to the extent they apply to Consultant's performance of the Services. 13. Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. 14. Standard of Performance. Consultant shall perform all .the Services in a manner consistent with the standards of Consultant's profession. All instruments of service of whatsoever nature, which Consultant delivers to City pursuant to this Agreement, shall be prepared in a substantial, workmanlike manner and conform to the standards of Consultant's profession., All such instruments of service shall become the sole and exclusive property of City upon delivery of the same. 15. Assignment/Transfer. No assignment or transfer in whole- or in part of this Agreement shall be made without the'prior written consent of City. 16. Subcontractors. Consultant shall directly perform all Services, and shall not subcontract any portion of performance of the Services without the prior written consent of City. Any such subcontractors shall be required to comply, to the full extent applicable, with the terms and conditions of this Agreement, including but not limited to, procuring and maintaining insurance coverage as required herein and which shall name City as an additional insured. 3 PROFESSIONAL SERVICES AGREEMENT — PREVAILING WAGES Sept 2018 Page 6 17. Compliance With All Laws. Consultant shall fully comply with all applicable local, state and federal rules, laws, regulations and ordinances pertaining to the performance of the Services required hereunder, including but not limited to, the California Building Standards Code as in effect in the City, the Americans with Disabilities Act, and any laws and regulations related to any copyright, patent, trademark or other intellectual property right involved in performance of the Services. Consultant's failure to comply with any law(s) or regulation(s) applicable to the performance of the Services hereunder shall constitute a material breach of this Agreement. To the extent that any other government agency or entity provides compensation for any Services, Consultant shall comply with all rules and regulations applicable to such fiscal assistance. 18. Prevailing Wages. This Agreement is subject to the requirements of the California Prevailing Wage Law, California Labor Code Section 1720 et seq., and the Services as described in Exhibit A will be performed in accordance with all applicable requirements of the California Prevailing Wage Law, including, but not limited to, all applicable requirements contained in Exhibit , which is attached to and made a part of this Agreement. 19. Living Wage Ordinance. Without limiting the foregoing Section 17, Consultant shall comply fully with all applicable requirements of Petaluma Municipal Code, Chapter 8.36, Living Wage (the. "Living Wage Ordinance"), as the same may be amended from time to time. Upon the City's request Consultant shall promptly provide to the City documents and information verifying Consultant's compliance with the requirements of the Living Wage Ordinance, and shall within fifteen (15) calendar days of the Effective Date of this Agreement, notify each of its affected employees as to the amount of wages and time off that are required to be provided to them pursuant to the Living Wage Ordinance. The Acknowledgement and Certification Pursuant to City of Petaluma Living Wage Ordinance, attached to this Agreement at Exhibit C, shall be a part of this Agreement for all purposes, and Consultants that are subject to Living Wage Ordinance requirements, as determined by the City, must provide a properly completed Exhibit C in accordance with the requirements of the Living Wage Ordinance. Consultant's noncompliance with the applicable requirements of the Living Wage Ordinance shall constitute cause for City's termination of this Agreement pursuant to Section 4 hereof. 20. Discrimination. During. the performance of this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, religion, creed, color, national origin, ancestry, gender, sexual orientation, age or physical or mental disability in violation of any applicable -law. 21. Notice. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other Party in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; (iii) nationally recognized overnight courier, with charges prepaid or charged to the 4 PROFESSIONAL SERVICES AGREEMENT—PREVAILING WAGES Sept 2018 Page 7 sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; or (iv) facsimile transmission, in which case notice shall be deemed delivered, upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first-class or certified mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission thereof. Any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient's time or on a nonbusiness day. City: City Clerk City of Petaluma Post Office Box 61 Petaluma, California 94953 . Phone: (707) 778-4360 Fax: (707) 778-4554 Email: cityclerk@ci.petaluma.ca.us And: Citv Manaiaer Citv of Petaluma P.O. Box 61 Petaluma, CA 94953 Phone: (707) 778-4345 Fax: (707) 778-4419 Email: citvmRr(a)ci.petaluma.ca.us Consultant: - Michael S. Frank, Consultant 40 Villa Avenue San Rafael, CA 94901 Phone: 415-798-6073 Fax: Email: michael(a�michaelsfrank.com 22. Ownership of Documents. All Final Work Products on disk or microfilm, and copies thereof, produced as a result of this Agreement, shall be the property of City and may not be used by Consultant without the written consent of City. This provision specifically excludes Consultant's working notes and drafts. Copies of any documents or papers produced through this Agreement shall not be disclosed to others without the written consent of the City Manager or his or her designated representative. 23. Indemnification. To the maximum extent permitted by law, Consultant shall, at its own expense, indemnify, defend with counsel acceptable to the City, (which acceptance will not be unreasonably withheld), and hold harmless City and its officers, officials, employees, agents and volunteers ("Indemnitees") from and against any and all alleged liability, loss, damage, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, civil penalties and fines, expenses and costs (including, without limitation, claims expenses, attorney's fees and costs and fees of litigation) (collectively, "Liability") of every nature, whether actual, alleged or threatened, PROFESSIONAL SERVICES AGREEMENT — PREVAILING WAGES Sept 2018 Page 8 arising out of or in connection with the Services or Consultant's failure to comply with any of the terms of this Agreement, regardless of any fault or alleged fault of the Indemnitees. The Consultant's obligation to indemnify, defend and hold harmless under this provision shall not be excused because of the Consultant's inability to evaluate Liability, or because the Consultant evaluates Liability and determines that the Consultant is not or may not be liable. The Consultant must respond within 30 calendar days to any tender for defense and indemnity by the City, unless the time for responding has been extended by an authorized representative of the City in writing. If the Consultant fails to accept tender of defense and indemnity within 30 calendar days, in addition to any other remedies authorized by law, so much of the money due or that may become due the Consultant under this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the matter subject to tender, or until.the Consultant accepts the tender, whichever occurs first. In the event that the City must file responsive documents in a matter tendered to Consultant prior to Consultant's acceptance of tender, Consultant agrees to fully reimburse all costs, including but not limited to attorney's fees and costs and fees of litigation, incurred by the City in filing such responsive documents. The Consultant waives any and all rights to express or implied indemnity against the Indemnitees concerning any Liability of the Consultant arising out of or in connection with the Services or Consultant's failure to comply with any of the terms of this Agreement. The Consultant's responsibility of such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. Notwithstanding the foregoing, to the extent this Agreement is a "construction contract" as defined by California Civil Code Section 2783, as may be amended from time to time, Consultant's duty to indemnify under this provision shall not apply when to do so would be prohibited by California Civil Code Section 2782, as may be amended from time to time. Notwithstanding the foregoing, to the extent that the Services include design professional services subject to California Civil Code Section 2782.8, as may be amended fiom time to time, Consultant's duty to indemnify shall only be to the maximum extent permitted by California Civil Code Section 2782.8. 24. Insurance. Consultant shall comply with the "Insurance Requirements for Consultants" in Exhibit B, attached hereto and incorporated herein by reference. City reserves the right to review any and all of the required insurance' policies. and/or endorsements, but has no obligation to do so. City's failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or City's failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement. 25. Amendment. This Agreement may be amended only by a written instrument executed by both Parties. PROFESSIONAL SERVICES AGREEMENT—PREVAILING WAGES Sept 2018 Page 9 26. LitiLyation. If litigation ensues which pertains to the subj ect matter of Consultant's services hereunder, Consultant, upon request from City, agrees to testify therein at a reasonable and customary fee. 27. Construction. This Agreement is the product of negotiation and compromise on the part of both Parties and that the Parties agree that, notwithstanding Civil Code section 1654, any uncertainty in the Agreement shall not be construed against the drafter of the Agreement. 28. G.overnin2 Law; Venue. This Agreement shall be enforced and interpreted under the laws of the State of California and the City of Petaluma. Any action arising from or brought in connection with this Agreement shall be venued in a court of competent jurisdiction in the County of Sonoma, State of.California. 29. Non -Waiver. The City's failure to enforce any provision of this Agreement or the waiver thereof in a particular instance shall not be construed as a general waiver of any part of such provision. The provision shall remain in full force and effect. 30. Severabilitv. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 31. No Third Partv Beneficiaries. The Parties do not intend to create, and nothing in this Agreement shall be construed to create any benefit or right in any third party. 32. Mediation. The Parties agree to make a good faith attempt to resolve any dispute arising out of this Agreement through mediation prior to commencing litigation. The Parties shall mutually agree upon the mediator and shall divide the costs of mediation equally. 33. Consultant's Books and Records. A. Consultant shall maintain any and all ledgers, books of accounts, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to the City for a minimum period of three (3) years or for any longer period required by law, fiom the date of final payment to Consultant pursuant to this Agreement. B. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years or for any longer period required by law, from the date of termination or completion of this Agreement. C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Finance Director, or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at Petaluma City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant's address indicated for receipt of notices in' this Agreement. 7 PROFESSIONAL SERVICES AGREEMENT—PREVAILING WAGES Sept 2018 Page 10 D. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultant's business, City may, by written request by any of the above-named officers, require that custody of the records be given to the City and that the records and documents be maintained in Petaluma City Hall. Access to such records and documents shall be granted to any patty authorized by Consultant, Consultant's representatives, or Consultant's successor in interest. 34. Headinas. The headings used in this Agreement are for convenience only and are not -intended to affect the interpretation or construction of any provisions herein. 35. Survival. All obligations arising prior to the termination or expiration of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination or expiration of this Agreement. 36. Entire Agreement. This Agreement, including the exhibits attached hereto and incorporated herein, constitutes the entire agreement between the Patties with respect to the Services, and supersedes all prior agreements or understandings, oral or written, between the Parties in this regard. IN WITNESS WHEREOF, the parties hereto have executed this document the day, month and year first above written. CITY OF PETALUMA CONSULTANT By City Manager Name ATTEST: u Title City Cleric Address APPROVED AS TO FORM: City State zip City Attorney Taxpayer I.D. Number L Number Petaluma Business Tax Certificate file name: 8 PROFESSIONAL SERVICES AGREEMENT — PREVAILING WAGES Sept 2018 Page 11 michaelsfrank Mouicinalo^nsnitio Services Michael 3.Frank, Consultant 4OVilla Avenue San Rafael, CA94901 [nichue|@rnichoe|sfrank.00[n (415) 798-6073 July 17, 2019 SENT VIA EMAIL Peggy Flynn, City Manager CitvnfPeta|umoa pflynn@cityofpetaiuma.org Dear City Manager Flynn: EXHIBIT A Thankyoufor your time outlining the City's need for high level financial and citmanagement consulting. |annhappy to modify �tan�approach orprocesses outlined |nExhibit A(attaohed) based oDfurther discussions. Compensation The Consultant hourly rate for service performed is $15D.Noadditional compensation is proposed including expenses, supplies, mileage, Vrany type ofleave nrbenefit awarded toCity of Petaluma employees. Consultant shall submit time monthly to the City including a summary nfwork completed during the billing period. Amount invoiced shall not exceed atotal amount of $72,000 (the cost estimate for FY 2019/20) without prior authorization from the City, The contract spans multiple fiscal years, with oterm that is approximately 14 months, expiring October 31, 2020, unless extended in accordance with the contract terms. The City bnot providing permanent office space n,equipment but may provide space when the project work requires significant interaction with City staff or research of City files. Michael S. Frank Consulting Page 12 EXHIBIT A Insurance I request that aside from automobile insurance, no additional insurance is required. Given the outlined scope of work, the risk to the City is minimal to non-existent. My previous consulting clients have all waived additional insurance requirements aside from automobile insurance. City of Petaluma (Client) Responsibilities To support the success of the project, Client agrees to: Identify an internal administrative liaison that can assist with the scheduling of rooms (if not on-line) and proposed meetings (if not on-line) and basic organizational and staffing questions Provide meeting space when needed for interviews and meetings Consultant Qualifications ° 30 years of local government experience in seven different Bay Area agencies. • 7 -years as a City Manager and most of career in municipal executive Finance and Budget positions. • Presently Executive Officer of the Marin General Services Authority, a Joint Powers Authority made up of all the towns, cities, and County in Marin. • Deep and broad experience in finance, budget modeling, strategic planning, interpersonal communication, interest -based problem solving, and local governance structures. • The ability, as a third -party expert, to be fully objective about the process. Next Steps Upon acceptance of this proposal, the next steps are as follows: 1. Execute a contract or a Purchase Order, per your internal policy. I would thoroughly enjoy the opportunity to work with you and the City of Petaluma. Please let me know if I may provide any additional information. Sincerely, Michael S. Frank Attachments: ® Exhibit A —Scope of Services Michael S. Frank Consulting Proposal Page 2 Page 13 ik� W1 ! �"1019-1119AMW Michael S. Frank (Consultant) shall provide to the City of Petaluma executive.level consulting, project management, facilitation, process development and policy and financial analysis services over a period of 18 months to assist the City in the performance of the following time limited projects: Project 1 — High Level Financial, Budget, and Policy Review Provide the City Manager with an overview of the City's financial picture. In addition, highlight any significant financial weaknesses or risks. The purpose of this analysis is informational and is not to 1) evaluate employee performance; 2) audit accounting transactions; or 3) comprehensively look at annual financial transactions (e.g. GANN limit calculation). Task A — Review City budgets, financial audits, fund reserves and reserve policies, Capital planning documents, any budget forecasting models, City Council financial presentations, Ca1PERS retirement system cost projections, bond indebtedness documents, community facilities and benefit assessment engineering reports, cost allocation methodologies, impact fees' status and calculations, utilities transfers between funds, and other documents. Task B — Research where appropriate other neighboring and comparable cities and their financial picture. Also research best practices if issues surface. Task C — Interview staff and auditor where appropriate based on and questions, issues, or concerns raised in Task A and B. Facilitate the engagement of appropriate experts if needed. Task D — Develop presentation for the City Manager and Executive Staff regarding City of Petaluma's financial picture now and in the future. The presentation will contain key messages regarding risks, weaknesses, and the future financial picture. Project 2 — Fiscal Sustainability Plan and Engagement Framework The purpose of this Project is to develop a Fiscal Sustainability Plan and a framework and process for City Council, staff, and the community to engage in fact -based discussions about financial and policy options available and their future impacts. Taslc A— Review issues identified in Project 1 above and develop, with key staff input, the scope of a Fiscal Sustainability Plan. Michael S. Frank Consulting Proposal Page 3 Page 14 EXHIBIT A Task B — Project Manage the development of a Fiscal Sustainability Plan including, 1) identifying, engaging, and managing appropriate experts and outside resources; 2) research where appropriate other neighboring and comparable cities; 3) exploring options and assumptions with Executive and other staff; and 4) facilitate the development of white papers on financial policy topics for staff and Council consideration. Task C — Develop and project manage the implementation of a community engagement process with the options outlined in the Fiscal Sustainability Plan. The process may include the project management of various engagement tools like newsletters, an interactive website, presentations, Town Halls, and options handouts. Michael S. Frank Consulting Proposal Page 4 Page 15 EXHIBIT B INSURANCE REQUIREMENTS FOR ALL AGREEMENTS Contractor's performance of the Services under this Agreement shall not commence until Contractor shall have obtained all insurance required under this paragraph and such insurance shall have been approved by the City Attorney as to form and the Risk Manager as to carrier and sufficiency. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier. Contractor shall procure and maintain for the duration of the contract all necessary insurance against claims now and in the future for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by the 'Contractor, the Contractor's agents, representatives, employees and subcontractors. A. Required Minimum Scope of Insurance Coverage shall be at least as broad as: ❑ Insurance Services Office Commercial General Liability coverage: a. Personal injury; b. Contractual liability. Mx Insurance Services. Office forin covering Automobile Liability (any auto). ❑ Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance, ❑ Professional Liability/Errors and Omissions ❑ Crime/Employee Blanket Fidelity Bond ❑ Property Insurance against all risks of loss to any tenant improvements or betterments. ❑ Pollution Liability Insurance " ❑ Garage Liability ❑ Garagekeepers Insurance ❑ Technology Professional Liability Errors and Omissions Insurance (IT Consultant)/Cyber Liability ❑ Abuse or Molestation Liability Coverage B. Minimum Limits of Insurance Consultant shall maintain limits no less than: ❑ : General Liability: $1,0005000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate liability is used, either the general aggregate limit shall apply separately to this Agreement or the general aggregate limit shall be twice the required occurrence limit. ❑ Products/Completed Ope • tions: $1,000,000 per occurrence/aggregate. O Automobile Liability: $00,000 per accident for bodily injury and property damage. ❑ Employer's Liability: Bodily Injury by Accident - $1,000,000 each accident. Bodily Injury by Disease - $1,000,000 policy limit. Bodily Injury by Disease - $1,000,000 each employee. ❑ Professional Liability/Errors and Omissions: $1,000,000 per occurrence or claim. If the policy provides coverage on a claims -made basis, the retroactive date must be shown and must be before the date of the. Agreement or the beginning of the contract work. INSURANCE REQUIREMENTS (City) Dec 2018 Page 16 ❑ Crime/Employee Blanket Fidelity Bond - $1,000,000: Contractor, at its own cost and expense, must maintain a Crime/Employee Blanket Fidelity Bond in the amount of $1,000,000 per employee covering dishonesty, forgery, alteration, theft, disappearance, destruction (inside or outside). ❑ All Risk Property Insurance: Full replacement cost. ❑ Pollution legal liability with limits no less than $1,000,000 per occurrence or claim and $2,000,000 policy aggregate. If the policy provides coverage on a claims -made basis, the retroactive date must be shown and must be before the date of the Agreement or the beginning of the contract work. ❑ Garage Liability: $1,000,000 per occurrence. ❑ Garagekeepers Insurance: $1,000,000 per occurrence. ❑ Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant's profession and work. hereunder, with limits not less than $1,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Vendor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. 1. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information- "property" of the City in the care, custody, or control of the Consultant. If not covered under the Consultant's liability policy, such "property" coverage of the 'City may be endorsed onto the Consultant's Cyber Liability as covered property as follows: 2. 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 the Consultant. 3. The Insurance obligations under this agreement shall be the greater of 1) all the Insurance coverage and limits carried by or available to the Consultant; or 2) the minimum Insurance requirements shown in this Agreement. Any insurance proceeds in excess of the specified limits and coverage required, which are applicable to a given loss, shall be available to the City. No representation is made that the minimurn Insurance requirements of this Agreement are sufficient to cover the indemnity or other obligations of the Consultant under this agreement. ❑ Abuse or Molestation Liability Coverage: $1,000,000 per occurrence; $2,000,000 aggregate. C. Deductibles and Self -Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its officers, officials, employees, and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Policies containing any self- insured elfinsured .retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured (Contractor) or the City. INSURANCE REQUIREMENTS (City) Dec 2018 Page 17 City reserves the right to review any and all of the required insurance policies, declaration pages, and/or endorsements, but has no obligation to do so. City's failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or City's failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all tunes during the performance of this Agreement. D. Other Insurance Provisions The required general liability and automobile policies are to contain, or be endorsed to contain the following provisions: 1. Additional Insured: The City, its officers, officials, employees, agents and volunteers are to be covered as Additional Insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers. 2. Primary and Non -Contributory: For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. 4. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought except, with respect to the limits of the insurer's liability. S. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 6. Waiver of Subrogation: Consultant agrees to waive subrogation rights for commercial general liability, automobile liability and worker's compensation against City regardless of the applicability of any insurance proceeds, and to require all contractors, subcontractors or others involved in any way with the Services to do likewise. 7. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirement and/or limits shall be available to the additional insured. Furthermore, the requirement for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. 8. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Petaluma before the City of Petaluma's own insurance or self-insurance shall be called upon'to protect it as a named insured. INSURANCE REQUIREMENTS (City) Dee 2018 Page 18 E. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:Vll. F. Verification of Coverage NOTE: The City of Petaluma is now using an online insurance program, PINS Advantage. Once you have been awarded a contract with the City of Petaluma, you will receive an e-mail from PINS Advantage/City of Petaluma requesting that you forward the e-mail to your insurance agent(s). Consultant shall furnish the City with Certificate of Insurance along with Declarations and Endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before the Services commence. INSURANCE REQUIREMENTS (City) Dec 20I8 EXHIBIT C ACKNOWLEDGEMENT AND CERTIFICATION PURSUANT TO . CITY OF PETALUMA LIVING WAGE ORDINANCE PETALUMA MUNICIPAL CODE CHAPTER 8.36 The City of Petaluma Living Wage Ordinance ("Ordinance"), Petaluma Municipal Code Chapter 8.36, applies to certain service contracts, leases, franchises and other agreements or funding mechanisms providing financial assistance (referred to hereafter as an "Agreement") between the City of Petaluma (`,`City") and/or the Petaluma Community Development Commission ("PCDC") and contractors, lessees, franchisees, and/or recipients of City and/or PCDC funding or financial benefits ("covered entities"), Pursuant to Petaluma Municipal Code Section 8.36.120, as part of any bid, application or proposal for any Agreement subject to the Ordinance, the covered entity shall: • Acknowledge that the covered entity is aware of the Ordinance and intends to comply with its provisions. Complete the Report of Charges, Complaints, Citations and/or Findings contained in this Acknowledgement and Certification by providing information, including the date, subject matter and manner of resolution, if any, of all wage, hour, collective bargaining, workplace safety, environmental or consumer protection charges, complaints, citations, and/or findings of violation of law or regulation by any regulatory agency or court including but not limited to the California Department of Fair Employment and Housing, Division of Occupational Safety and Health (OSHA), California Department of Industrial Relations (Labor Commissioner), Environmental Protection Agency and/or National Labor Relations Board, which have been filed or presented to the covered entity within the ten years immediately prior to the bid, proposal, submission or request. Pursuant to Petaluma Municipal Code Section 8.36.120, before the beginning of the term of any covered Agreement, or prior to the execution of said Agreement by the City or the PCDC, each covered entity shall certify that its employees are paid a living wage that is consistent with Petaluma Municipal Code Chapter 8.36. By executing this Acknowledgement and Certification, the covered entity (i) acknowledges that it is aware of the Ordinance and intends to comply with its provisions, (ii) attests to the accuracy and completeness of information provided in the Report of Charges, Complaints, Citations and/or Findings contained herein, (iii) certifies that it pays its covered employees a Living Wage as defined in Petaluma Municipal Code Chapter 8.36 and (iv) attests that the person executing this Acknowledgement and Certification is authorized to bind the covered entity as to the matters covered in this Acknowledgment and Certification. Page 1 of 3 LIVING WAGE ACKNOWLEDGEMENT AND CERTIFICATION (1638697.2) Nov 2012 Page 20 SO ACKNOWLEDGED and CERTIFIED: Project or Contract I.D: V Date - (Print Name of Covered Entityfflusineskapacity) By (Print Name) /s/ (Signature) Its (Title /Capacity of Authorized Signer) Page 2 of 3 LIVING WAGE ACKNOWLEDGEMENT AND CERTIFICATION (1638697.2) Nov 2012 Page 21 man t4*111MMON1 w Kelly By VA -1 mlikyj MEMO INKI Um IVU WKII 11 ffikei [KUM telowirmum 1 FOR EACH WAGE, HOUR, COLLECTIVE BARGAINING, WORKPLACE SAFETY, ENVIRONMENTAL OR CONSUMER PROTECTION CHARGE, COMPLAINT, CITATION, AND/OR FINDING OF VIOLATION OF LAW OR REGULATION BY ANY REGULATORY AGENCY OR COURT, INCLUDING BUT NOT LIMITED TO THE CALIFORNIA DEPARTMENT OF FAIR EMPLOYMENT AND HOUSING, DIVISION OF OCCUPATIONAL SAFETY AND HEALTH (OSHA), CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (LABOR COMMISSIONER), ENVIRONMENTAL PROTECTION AGENCY AND/OR NATIONAL LABOR RELATIONS BOARD, WHICH: • AFFECTS YOU AS A PROSPECTIVE CONTRACTOR, SUBCONTRACTOR, LESSEE, FRANCHISEE AND/OR PARTY TO ANY CITY OF PETALUMA AND/OR PETALUMA COMMUNITY DEVELOPMENT COMMISSION -FUNDED AGREEMENT OR BENEFIT SUBJECT TO PETALUMA MUNICIPAL CODE CHAPTER 8.36 (LIVING WAGE ORDINANCE), AND • HAS BEEN FILED OR PRESENTED TO YOU WITHIN THE TEN YEARS IMMEDIATELY PRIOR TO THE BID, PROPOSAL, SUBMISSION OR REQUEST FOR WHICH THIS ACKNOWLEDGEMENT AND CERTIFICATION IS MADE. PLEASE PROVIDE THE DATE, THE REGULATORY AGENCY OR COURT MAKING THE CHARGE COMPLAINT, CITATION OR FINDING, THE SUBJECT MATTER AND THE MANNER OF RESOLUTION, IF ANY, FOR EACH SUCH CHARGE COMPLAINT, CITATION OR FINDING. IF NONE, PLEASE STATE "NONE": ATTACH ADDITIONAL PAGES IF NEEDED. Date: Regulatory Agency or Court: Subject Matter: Resolution, if any: Expected resolution, if known: Page 3 of 3 LIVING WAGE ACKNOWLEDGEMENT AND CERTIFICATION (163 8697,2) Nov 2012 Page 22