HomeMy WebLinkAboutRosenow, Spevacek Group Inc; 2012-04-24; TRAN873TRAN873
AGREEMENT FOR CONSULTING SERVICES
(ROSENOW, SPEVACEK GROUP, INC.)
THIS AGREEMENT is made and entered into as of the day of
. 2012, by and between the CITY OF CARLSBAD, a municipal
corporation, ('City"), and ROSENOW, SPEVACEK GROUP, INC., a California corporation,
("Contractor").
RECITALS
A. City requires the professional services of a business consultant that is
experienced in organization/budget realignment to match core services and lines of business.
B. Contractor has the necessary experience in providing professional services and
advice related to organization/budget realignment to match core services and lines of business.
C. Selection of Contractor is expected to achieve the desired results in an expedited
fashion.
D. Contractor has submitted a proposal to City and has affirmed its willingness and
ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein. City and Contractor agree as follows:
1- SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in attached Exhibit "A", which is incorporated by this reference in
accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and
skill customarily exercised by reputable members of Contractor's profession practicing in the
Metropolitan Southern California Area, and will use reasonable diligence and best judgment
while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of one (1) year from the date first above
written. The City Manager may amend the Agreement to extend it for one (1) additional year
period or parts thereof in an amount not to exceed twenty nine thousand nine hundred dollars
($29,900) per Agreement year. Extensions will be based upon a satisfactory review of
Contractor's performance, City needs, and appropriation of funds by the City Council. The
parties will prepare a written amendment indicating the effective date and length of the extended
Agreement.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term will be
twenty nine thousand eight hundred seventy dollars ($29,870). No other compensation for the
Services will be allowed except for items covered by subsequent amendments to this
Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has
accepted the work and/or Services specified in Exhibit "A".
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Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and
in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be
under control of City only as to the result to be accomplished, but will consult with City as
necessary. The persons used by Contractor to provide services under this Agreement will not
be considered employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete
compensation to which Contractor is entitled. City will not make any federal or state tax
withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be
required to pay any workers' compensation insurance or unemployment contributions on behalf
of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within
thirty (30) days for any tax, retirement contribution, social security, overtime payment,
unemployment payment or workers' compensation payment which City may be required to
make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work
done under this Agreement. At the City's election. City may deduct the indemnification amount
from any balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City.
If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the
acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly
employed by the subcontractor, as Contractor is for the acts and omissions of persons directly
employed by Contractor. Nothing contained in this Agreement will create any contractual
relationship between any subcontractor of Contractor and City. Contractor will be responsible for
payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of
a subcontractor by the terms of this Agreement applicable to Contractor's work unless
specifically noted to the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to em ploy other Contractors in connection with the Services.
9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses including attorneys
fees arising out of the performance of the work described herein caused by any negligence,
recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or
makes to or on behalf of an injured employee under the City's self-administered workers'
compensation is included as a loss, expense or cost for the purposes of this section, and that
this section will survive the expiration or early termination of this Agreement.
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10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property which may
arise out of or in connection with performance of the services by Contractor or Contractor's
agents, representatives, employees or subcontractors. The insurance will be obtained from an
insurance carrier admitted and authorized to do business in the State of California. The
insurance carrier is required to have a current Best's Key Rating of not less than "A-:VH". OR
with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers
(LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X".
10.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below, unless City
Attorney or City Manager approves a lower amount. These minimum amounts of coverage will
not constitute any limitations or cap on Contractor's indemnification obligations under this
Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to
protect Contractor. If Contractor believes that any required insurance coverage is inadequate.
Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit
per occurrence for bodily injury, personal injury and property damage. Ifthe submitted policies
contain aggregate limits, general aggregate limits will apply separately to the work under this
Agreement or the general aggregate will be twice the required per occurrence limit.
10.1.2 Automobile Liabilitv (if the use of an automobile is involved for
Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and
property damage.
10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensation
limits as required by the California Labor Code. Workers' Compensation will not be required if
Contractor has no em ployees and provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be
maintained for a period of five ye^rs following the date of completion of the work.
Cl^^ ^(^^^(£2— If box is checked. Professional Liability
City's Initials cunffictor's Initials Insurance requirement is waived.
10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to conta in, the following provisions:
10.2.1 The City will be named as an additional insured on General Liability.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and any
extensions of it and will not be canceled without thirty (30) days prior written notice to City sent
by certified mail pursuant to the Notice provisions ofthis Agreement.
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10.3 Providinq Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, Contractor will furnish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance
coverages, then City will have the option to declare Contractor in breach, or may purchase
replacement insurance or pay the premiums that are due on existing policies in order to
maintain the required coverages. Contractor is responsible for any payments made by City to
obtain or maintain insurance and City may collect these payments from Contractor or deduct the
amount paid from any sums due Contractor underthis Agreement.
10.5 Submission of Insurance Policies. Citv reserves the right to require, at any time,
complete and certified copies of any or all required insurance policies and endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the
Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City
during normal business hours to examine, audit, and make transcripts or copies of records and
any other documents created pursuant to this Agreement. Contractor will allow inspection of ali
work, data, documents, proceedings, and activities related to the Agreement for a period of
three (3) years from the date of final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant
to this Agreement is the property of City. In the event this Agreement is terminated, all work
product produced by Contractor or its agents, employees and subcontractors pursuant to this
Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy
of the work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the sen/ices will be vested in City and
Contractor relinquishes all claim s to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written notice
on behalf of City and on behalf of Contractor under this Agreement.
For Citv
Name
Title
June Long
Management Analyst
For Contractor
Name Frank J. Spevacek
Title Principal
Department Transportation Department
City of Carlsbad
Address 1635 Faraday Avenue
Address 309 W 4*^ Street
Santa Ana, CA 92701
Phone No. 714-541-4585
Carlsbad, CA 92008
Phone No. 760-602-2772
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Each party will notify the other immediately of any changes of address that would require any
notice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report
investments or interests in all four categories.
17. GENERAL COMPUANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way affect the
performance of the Services by Contractor. Contractor will at all times observe and comply with
these laws, ordinances, and regulations and will be responsible for the compliance of
Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986
and will comply with those requirements, including, but not limited to, verifying the eligibility for
employment of all agents, employees, subcontractors and consultants whose services are
required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
19- DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will
be used to resolve any questions of fact or interpretation not othen/vise settled by agreement
between the parties. Representatives of Contractor or City will reduce such questions, and their
respective views, to writing. A copy of such documented dispute will be fonwarded to both
parties involved along with recommended methods of resolution, which would be of benefit to
both parties. The representative receiving the letter will reply to the letter along with a
recommended method of resolution within ten (10) business days. If the resolution thus
obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be fonwarded
to the City Manager. The City Manager will consider the facts and solutions recommended by
each party and may then opt to direct a solution to the problem. In such cases, the action ofthe
City Manager will be binding upon the parties involved, although nothing in this procedure will
prohibit the parties from seeking remedies available to them at law.
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Sen/ices, City may
terminate this Agreement for nonperformance by notifying Contractor by certified mail of the
termination. If City decides to abandon or indefinitely postpone the work or services
contemplated by this Agreement, City may terminate this Agreement upon written notice to
Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any
documents owned by City and all work in progress to City address contained in this Agreement.
City will make a determination of fact based upon the work product delivered to City and of the
percentage of work that Contractor has performed which is usable and of worth to City in having
the Agreement completed. Based upon that finding City will determine the final payment of the
Agreement.
Either party upon tendering thirty (30) days written notice to the other party may terminate this
Agreement. In this event and upon request of City, Contractor will assemble the work product
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and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee
payable under this Agreement. City will make the final determination as to the portions of tasks
completed and the compensation to be made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other
than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that
Contractor has not paid or agreed to pay any company or person, other than a bona fide
employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration
contingent upon, or resulting from, the award or making of this Agreement. For breach or
violation of this warranty. City will have the right to annul this Agreement without liability, or, in
its discretion, to deduct from the Agreement price or consideration, or othenwise recover, the full
amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must
be asserted as part of the Agreement process as set forth in this Agreement and not in
anticipation of litigation or in conjunction with litigafion. Contractor acknowledges that if a false
claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal
prosecution. Contractor acknowledges that California Government Code sections 12650 et sea.,
the False Claims Act applies to this Agreement and, provides for civil penalties where a person
knowingly submits a false claim to a public entity. These provisions include false claims made
with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of
informafion. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to
recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a
false claim may subject Contractor to an administrative debarment proceeding as the result of
which Contractor may be prevented to act as a Contractor on any public work or improvement
for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction
is grounds for City to terminate this Agreement.
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of enforcing a right
or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the
County of San Diego, State of California, and the parties waive all provisions of law providing for
a change of venue in these proceedings to any other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and
Contractor and their respective successors. Neither this Agreement or any part of it nor any
monies due or to become due under it may be assigned by Contractor without the prior consent
of City, which shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it,
along with the purchase order for this Agreement and its provisions, embody the entire
Agreement and understanding between the parties relating to the subject matter of it. In case of
conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor
any of its provisions may be amended, modified, waived or discharged except in a writing
signed by both parties.
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26. AUTHORITY
The individuals execufing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority
to bind Contractor to the term s and condifions of this Agreement.
CONTRACTOR
ROSENOW, SPEVACEK GROUP, INC., a
California corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
(print name/title)
f-&ii Division Director
as authorized by the City Manager
(sign here)
(print name/title) J
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a corporation. Agreement must be signed by one corporate officer from each ofthe
following two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL. City Attorney
Assistant City Attorney
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EXHIBIT "A'
fNTEUU«3ENT COMMUNITY DEVELOPMENT ROSENOW SPEVACEK GROUP INC.
309 WEST 4TH STREET
SANTA ANA. CA
92701-4S02
T 71<J 541 4585
P 7t4 541 1»75
E INFO@WEBRSG COM
WEBRSG.COM
Via Electronic Mail
March 27, 2012
Conrad "Skip" Hammann, Director
Transportation Department
CITY OF CARLSBAD
1635 Faraday Avenue
Carlsbad, CA 92008
SUBJECT: SUPPORT FOR BUDGET REALIGNMENT TO MATCH LINES OF BUSINESS
Dear Mr. Hammann:
We have enjoyed working with you on several projects in the recent past including the Joint
Firing Range Training Facility and the Transportation Department Business Plan. Given our
previous experiences with you and the City of Carlsbad (City), we look fonvard to the
opportunity to assist you and your team with support on your Budget Realignment to Match
Lines of Business endeavor.
This proposal for consulting services defines the Scope of Work and the proposed budget to
successfully realign your budget into lines of business. It also will provide the methodology to
collect the required cost and sen/ice delivery data to provide reports that support management
decision making in budgeting and service delivery options.
We understand that balancing the service costs with quality sen/ice levels is '"^POrtant to the
City as evidenced by the City Council priority "to provide and support safe and efficier^t
movement of people, goods and services throughout the City of Carlsbad . Therefore, our
support to you will focus on matching lines of your business and core sen/ices to measurable
outputs that will be needed to Identify future budget allocations.
SCOPE OFWORK
Task 1 - Kick-off Meeting ^ . , . , ^ * ...8*u ocn
It Is critical for the long-term success of this engagement to conduct a kick-off meetmg with RSG
staff and the Department Director, two Deputy Directors, Division Managers and Supervisors
Management Analyst, Hansen System Lead, and Business Intelligence System Lead. The goal
of the kick-off meeting Is to clarify the project outcomes and identify team roles and
assignments.
COMMUNITY INVESTMENT & iMPROV5M6NT
tOCAl GOVERNMENT SOLUTIONS
FINANCSAL ANALVSIS
REAL ESTATE & DEVELOPMENT
HOUSiNG
Mr. Skip Hammann, Director
CITY OF ' •
March 27. 2012
Page 2
Task 2 - Meet with Divisions
The purpose of meeting separately with each Division is to validate the draft lines of business
and core services listing. As part of these meetings, it is important to verify acceptable levels of
services and/or service agreements that may already be in place.
Task 3 - Estimate & Allocate Budget
Once the lines of business and core services are identified, the team will work to internally
estimate and allocate appropriate portions of the overall Department budget to each of the
Divisions.
Task 4 - Determine Applicability of Hansen Work Order System for Lines of Business
After internal budget allocations have been made, the team's next step is to detemiine which
lines of business costs and delivery measures can be captured in the Hansen System.
Task 5 - Develop Activities and Tasks within Hansen Systenn
As part of Task 5, RSG will work with the Department Director, Division Managers, the
Management Analyst, and the Hansen and Business Intelligence System Leads to define tiie
activities, tasks and labor, material and equipment costs for the Hansen Work Order System.
Critical steps and milestones under Task 5 include:
. Ensure Asphalt and Concrete data is accurately collecting and reporting data over the
past three to six months. n-. x. . ou o • * . Set up remaining Street and Signal Maintenance Core Sen/ices - Eiectncai Shop. Paint
Shop, and Sign Shop. .
. Determine Construction Management and Inspection data collection and reporting
needs.
• Determine Traffic data collection and reporting needs.
Task 6 - Develop Roadmap and Implementation Schedule
In order to continue to drive towards the deliverables of this engagement. RSG wHI work with
Management and IT Resources to develop a roadmap and implementation schedule. These
documents will include project milestones and check-in points.
Task 7 - Develop Data Diagram
As one of the deliverables of this engagement. RSG will develop a one page data management
diagram that describes the data flow between the Hansen System, the Integrated Financial &
Administration System (IFAS) and the Business Intelligence System.
Task 8 - Write Final Report . * „ *•
Write project final report which documents processes, decisions, and data coilection
methodologies. The final report will also include the roll up to the management reports from the
Hansen and Business Intelligence Systems.
Mr. Skip Hammann. Director
CITYOF-,- ;
March 27, 2012
Pages
PROPOSED BUDGET AND SCHEDULE
Here is a detailed cost breakdown of the tasks and hours associated with this proposal. This is
a not-to-exceed contract for $29,870. This cost includes consulting services and reimbursable
expenses. We anticipate this contract completing within 150 days ofthe kick-off meeting.
Principal Director Associate, Senior-
Analyst
Total Hourt ^Schedute^.;
Task 1
Kick-off Meeting 2 4 4 0 10 APRIL 10
Task 2
Meet With Divisions 0 8 14 0 22 MAY 3 (pm only)
or IMAY 29 or 30
Task 3
Estimate & Allocate Budget 0 4 8 8 20 MAY
Task 4
Determine Applicability of Hansen Work
Order System for Lines of Business
0 4 8 2 14 MAY
Task 5
Develop Activities and Tasks within
Hansen System
0 14 25 8 47 MAY 29-30 or
JUNE 19*20
Task 6
Develop Roadmap and Implementation
Schedule
2 2 12 14 30 JUNE or JULY
Task?
Develop Data Diagram 2 2 6 4 14 JULY or
AUGUST
Tasks
Write Final Report 2 4 18 10 34 JULY or
AUGUST
TOTAL HOURS 8 42 95 46 191
Billing Rates $210.00 $195.00 $150.00 $125.00
Total Costs $ 1,680.00 $8,190.00 $ 14.250.00 $5,750.00 $ 29,870.00
Mr. Skip Hammann, Director
CITY OF CAFILSBAD
March 27, 2012
Page 4
2012 BILLING RATES
Principal $ 210
Director $ 195
Senior Associate $ 165
Associate $ 150
Senior Analyst $ 125
Analyst $ 115
Research Assistant $ 100
Technician $
Clerical $ 60
Reimbursable Expenses Cost plus 10%
RSG does not charge clients for travel or mileage (except direct costs related to field
work/surveys), parking, standard telephone/fax expenses, general postage or incidental copies
However we do charge for messenger sen/ices, ovemight shipping/express mail costs and
teleconferencing services We also charge for copies of reports, documents, notices, and
support material in excess of five (5) copies. These costs are charged back at the actual
expense plus a 10% surcharge. RSG issues monthly invoices payable upon receipt, unless
othenwise agreed upon in advance. Invoices identify tasks completed to date, hours expended
and the hourly rate.
PROJECT TEAM
RSG's team would be comprised of Frank Spevacek, Principal. Cindy Henson, Director, and
Matt McCleary, Associate. Analysts would be assigned as needed.
We look fonward to speaking with you further about our proposal after you have had a chance to
review. Please contact Cindy Henson directly with any questions at 858.248.7701.
Sincerely,
ROSENOW SPEVACCEK GROUP, INC.
/
Frank J Spevacek Cindy Henson
Principal
ORIGINAL