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HomeMy WebLinkAbout2015-02-10; City Council; 21845; Agreement Plante & Moran PLLC for Management ServicesCITY OF CARLSBAD - AGENDA BILL 8 AB# 21,845 ADOPTION OF RESOLUTION APPROVING AGREEMENT WITH PLANTE & MORAN, PLLC, IN AN AMOUNT NOT TO EXCEED $187,000, FOR BUSINESS PROCESS MANAGEMENT PROFESSIONAL SERVICES DEPT DIR££IQ3 KE> DATE 2/10/15 ADOPTION OF RESOLUTION APPROVING AGREEMENT WITH PLANTE & MORAN, PLLC, IN AN AMOUNT NOT TO EXCEED $187,000, FOR BUSINESS PROCESS MANAGEMENT PROFESSIONAL SERVICES CITY/^^Dfc^*^— DEPT. ASD - IT ADOPTION OF RESOLUTION APPROVING AGREEMENT WITH PLANTE & MORAN, PLLC, IN AN AMOUNT NOT TO EXCEED $187,000, FOR BUSINESS PROCESS MANAGEMENT PROFESSIONAL SERVICES RECOMMENDED ACTION: That City Council adopt Resolution No. 2015-028 approving a professional services agreement with Plante & Moran, PLLC for Business Process Management Services (BPMS), services that are a means of improving business performance outcomes and operational effectiveness. Services provided under the agreement are expected to be complete within 6 months and will not exceed $187,000 per agreement term. ITEM EXPLANATION: As the City of Carlsbad begins the process of replacing its financial system, it seeks to use professional services to assist in documenting the standardized processes/workflows associated with major functions within the financial and procurement management, facilities and operations, human resources, service and work order management, and asset management areas of the City. A better understanding of business processes will highlight ways to improve as well as provide the City with an important tool to deal with the accelerating levels of change facing the organization - including the upcoming implementation ofthe Enterprise Resource Planning System. Once the "as-is" processes are documented, work will begin to develop best of breed workflows and processes that will necessitate changes in procedures, relevant policies, or use of technology. The standardized processes and workflows developed should (1) improve operational efficiency for individual divisions and the collective city unit, (2) establish a shared and sustainable operational platform for future training and development for designated processes and workflows, and 3) discover cross functional synergies in operations and apply methodologies to eliminate redundant workflow and work product. Services are needed from a vendor with significant experience in conducting business process management and redesign for governmental clients as part of the implementation of new ERP systems. Plante Moran meets this requirement and in addition has significant and recent experience in performing process improvement, operations analysis, needs assessment, software selection and implementation related projects for municipal clients with similar needs as the City of Carlsbad. In July of 2014, A Request for Proposal (RFP) for BPM Services was released. Seven vendors responded to the RFP and Plante & Moran, PLLC was selected as the vendor best qualified to assist the City of Carlsbad on this important project. Plante & Moran, PLLC is one of the largest consulting and accounting firms nationally, with extensive experience and subject expertise in serving the public sector. DEPARTMENT CONTACT: Tina Steffan 760-602-2454 tina.steffan@carlsbadca.gov FOR CLERK USE. COUNCIL ACTION: APPROVED CONTINUED TO DATE SPECIFIC • DENIED • CONTINUED TO DATE UNKNOWN • CONTINUED • RETURNED TO STAFF • WITHDRAWN • OTHER-SEE MINUTES • AMENDED • REPORT RECEIVED ° 1 Page 2 of 2 FISCAL IMPACT: Work performed under this engagement is predicted to be complete within six months of project initiation and will not exceed $187,000. Funds needed for this project were set aside in the Information Technology Department FY 14/15 budget. ENVIRONMENTAL IMPACT: Pursuant to Public Resources Code section 21065, this action does not constitute a "project" within the meaning of CEQA in that it has no potential to cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, and therefore does not require environmental review. EXHIBITS: 2015-028 1. Resolution No. Awarding the Contract to Plante & Moran, PLLC for Business Process Management Services 2. Agreement with Plante & Moran, PLLC for Business Process Management Services RESOLUTION NO. 2015-028 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AWARDING A CONTRACT TO PLANTE & MORAN, PLLC FOR BUSINESS PROCESS MANAGEMENT SERVICES IN AN 4 AMOUNT NOT TO EXCEED $187,000 3 23 24 25 26 27 28 WHEREAS, the city is in the research and analysis phase of preparation in the 5 6 y replacement of the city's financial management system; and 8 WHEREAS, the city seeks to use professional services to assist in documenting and ^ standardizing the processes and workflows associated with the city major functions associated with the financial management system; and WHEREAS, standardized processes and workflows developed should improve operational efficiency and discover cross functional synergies to eliminate redundant workflow 10 11 12 13 j4 and work product; and 15 WHEREAS, in July of 2014 the information technology department developed a request for proposal (RFP) for Business Process Management Services; and 17 18 19 20 21 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, 22 California, as follows that: The above recitations are true and correct. WHEREAS, Plante & Moran, PLLC, one of the largest consulting and accounting firms nationally, with extensive experience and subject expertise in serving the public sector was selected at the vendor who could provide the best service value to the city; and 2. The City Council of the City of Carlsbad awards a contract, in an amount not to exceed $187,000, to Plante & Moran, PLLC for Business Process Management Services. 3 1 3. 2 Plante & 3 Carlsbad. 4 II 5 II 6 II 7 II 8 II 9 II 10 II 11 II 12 II 13 II 14 II 15 II 16 II 17 II 18 II 19 II 20 II 21 II 22 II 23 II 24 II 25 II 26 II 27 II 28 The Mayor ofthe City of Carlsbad is authorized to execute the contract with 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council ofthe City of Carlsbad on the 10*^ day of February, 2015, by the following vote to wit: AYES: NOES: Council Members Hall, Blackburn, Schumacher, Wood, Packard. None. ABSENT: None. MATT HALL, Mayor ATTEST: SHELLEY COLLlNB, V\ssistant City Clerk (SEAL) y>%J;^.to '^\^ 'yh AGREEMENT FOR BUSINESS PROCESS MANAGEMENT SERVICES PLANTE & MORAN, PLLC THIS AGREEMENT is made and entered into as of the /O^ day of fisJbrUC^VCf , 20iS, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Plante & Moran, PLLC, a Michigan professional limited liability company, ("Contractor"). RECITALS A. City requires the professional services of an information technology services contractor that is experienced in conducting business process management assessments and related workflow consulting services. B. Contractor has the necessary experience in providing professional services and advice related to identifying ways to make business processes more effective, more efficient and more capable of adapting to an ever changing organizational environment; C. 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 year from the date first above written. The City Manager may amend the Agreement to extend it for two additional one year periods or parts thereof in an amount not to-exceed one hundred eighty seven thousand dollars ($187,000) 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 shall not exceed one hundred eighty seven thousand dollars ($187,000). 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". City Attorney Approved Version 1/30/13 5 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 Subject to the terms of this Section 7 and other applicable provisions of this Agreement, the City acknowledges and approves Contractor's sub-contracting of a portion of the Services to BPM Advisors. Except as set forth above. 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 employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify, hold harmless, and defend 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 to the extent 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. City Attorney Approved Version 1/30/13 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 carrier is required to have a current Best's Key Rating of not less than "A-iVM". 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 Coveraqes and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager 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. If the 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 employees 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 years following the date of completion of the work. I I If box is checked, Professional Liability City's Initials Contractor'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 contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 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 of this Agreement. City Attorney Approved Version 1/30/13 1 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements or other verifications of insurance 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 under this Agreement. 10.5 Submission of Insurance Policies. City 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 all 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. Notwithstanding the above, City recognizes and agrees that Contractor will be using certain proprietary information, ideas, templates, systems, techniques, and processes that Contractor has developed at its own expense ("Contractor's Proprietary Information") and that City is not, through this Agreement paying Contractor's costs to develop Contractor's Proprietary Information. Accordingly, City agrees that Contractor's Proprietary Information shall remain the property of Contractor and City agrees to take all reasonable steps to insure that Contractor's Proprietary Information is not disclosed to others, without the prior written consent of Contractor. Moreover, the ideas, concepts, know-how, or techniques developed by Contractor or jointly by the Contractor during this course of the parties' performance of this Agreement may be used by either party without obligation of notice or accounting. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. City Attorney Approved Version 1/30/13 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 For Contractor Name Tina Steffan Name Dennis J. Bagley Title Chief Technology Officer Title Partner Department N Information Technology Address 27400 Northwestern Hwy. City of Carlsbad Southfield, Ml 48037 Address 1635 Faraday Avenue Phone No. 248.223.3348 Carlsbad, CA 92008 Email dennis.bagley@plantemoran.com Phone No. 760-602-2454 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 COMPLIANCE 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 othenwise 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 forwarded to the City Manager. The City Attorney Approved Version 1/30/13 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 of the 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 Services, 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 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 litigation. 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 seg.. 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 information. 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. City Attorney Approved Version 1/30/13 10 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 nor 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. 26. PROFESSIONAL SERVICE TERMS This Agreement shall be subject to the terms and conditions attached hereto as Exhibit C which is incorporated herein by reference. In the event of a conflict between this document and Exhibit C that cannot be reconciled, this document shall take precedence. // // // // // // // // // // // // // // City Attorney Approved Version 1/30/13 27. AUTHORITY The individuals executing 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 terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: (sign here) (print name/title) By: (siqn here) By: Mayor City of Carlsbad ATTEST: (sign here) AOAY^ . ?A/lr^^iL City Clerk (print name/title) 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 of the 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: CELIA A. BB5yiH=^, City Attorney^ Assistant City Attorney City Attorney Approved Version 1/30/13 1^ STATE OF MICHIGAN COUNTY OF OAKLAND The foregoing instrument was acknowledged before me this 18*'' day of December, 2014, by Dennis Bagley and Adam Rujan, who are personally known to me. Signature of Notary Public 0^1051 ^09,0 My Commission Expires LUCIGCASTON Notary Public, State of Michigan County of Oakland My (k)mmlssloa ExptK fjeb, 05,2020i Acttng In Hie Countv dralf iCLn j>j 15 EXHIBIT "A" SCOPE OF SERVICES City Attorney Approved Version 1/30/13 , Phase 0: Project Management Activity City Involvement P&M Involvement Deliverable(s) Proposal Phase / step Fees 1. Project Initiation * Participate in project and deliverable expectation setting meetings * Participate in project planning meetings * Identify and invite participants to be included in the project meetings. * Establish project and deliverable expectations * Participate in project planning meetings * Communicate expected participants in the project meetings * Prepare the agenda and material for the project meetings Agenda and Meeting Material 0.1 $940 2. Confirm Project Organizational Structure * Work with P&M in defining an appropriate project organizational structure * Assist in defining roles and responsibilities of the various project organizational components * Determine City staff that will fulfill the various roles defined * Work with the City in the development of a project organizational structure * Work with the City in identifying roles and responsibilities for the various components of the project organizational structure * Identify estimated time commitment for each of the roles on the project Project Organizational structure 0.3 $1,880 3. Develop Project Charter * Confirm project scope * Assist in the development of the project charter * Confirm project scope * Draft a project charter and provide to the City for feedback Project Charter 0.4 $940 1. Develop Detailed Project =lan * Review and approve the proposed project work plan * Develop a draft project work plan that will be updated to a final form based on City feedback * Maintain and update the project work plan MS Project Plan 0.5 $1,880 5. Populate Project Collaboration Denter * Provide project collaboration environment * Set-up the project collaboration environment * Work with P&M in determining what should be included In the collaboration environment * Work with P&M in establishing guidelines around the use of the collaboration environment * Work with the City in setting up the collaboration environment * Work with the City in establishing procedures regarding the use of the collaboration environment Project Collaboration Center 0.6 $940 }. Schedule ind Moderate 'roject Status i/leetings * Participate in project status meetings * Develop meeting agendas * Facilitate project status meetings Project Meeting Agendas 0.7 $7,520 10 City Attorney Approved Version 1/30/13 y Phase 1: Business Process Model & Analysis Activity 1. Conduct Vlanagement nterviews 2. Leadership Awareness Session and Business Case 3. Review Documents X. Conduct Stakeholder nterviews ). Document \s-ls Processes City Involvement * Coordinate and schedule interviews with Management/Leaders * Management/ Leadership to participate in Interview sessions with Plante Moran staff * Provide input on key concerns with current solution and desires from prospective replacement system * Discuss Business Case for proceeding * City Leaders to meet with Plante Moran consultants * Participate in ERP Awareness session '* Provide documents to P&M upon request * Identify select individuals to be included in Stakeholder Interviews and Kick- Off Meeting * Coordinate scheduling of interviews and Kick- Off Meeting * Stakeholders to prepare for interviews by reviewing interview questionnaire and pulling together appropriate documents requested * Stakeholders participate in interview sessions and Kick-Off Meeting Review and provide feedback on Proof of Concept, As-ls Process Documentation, and Issues and Opportunities Matrix * Coordinate obtaining and sharing feedback from departments P&M Involvement * Assist in coordinating and scheduling inten/iews with Management/Leadership * Conduct Management/Leadership initial interviews on-site (12 hours) * Provide Management/Leaders interview Agenda * Prepare Initial Issues and Opportunities, and Case Studies and review with City Project Governance team * Discuss Business Case for proceeding with City Project Governance team '* Prepare ERP Awareness presentation for City * Present ERP Awareness presentation to City Leadership * Request documents for review from the City * Review requested documents * Review current As-ls documentation and discuss with city representatives * Provide guidance regarding participation in stakeholder Interviews and Kick-Off Meeting * Provide available time slots in which to schedule interviews and Kick-Off Meeting * Provide questionnaire and request for information to collect from stakeholders in preparation for the interviews * Conduct inten/iews and document results * Prepare Proof of Concept for As-ls Process Documentation * Prepare As-ls Process Documentation * Prepare Issues and Opportunities Matrix and communicate with City Deliverable(s) Initial Issues and Opportunities Case Studies ERP Awareness Presentation Information Request List Kick Off Presentation Interview Schedule Departmental Interview Questionnaire As-ls Process Maps (30 Maps in Microsoft Visio) Issues and Opportunities Matrix Proposal Phase/ Step 0.2 1.1 1.2 1.3 Fees $3,700 $7,050 $2,350 $21,150 $39,950 11 City Attomey Approved Version 1/30/13 3. Conduct Comparative Research Benchmarking) * Review benchmark data provided by P&M and provide feedback * As needed, identify 4 appropriate targets for additional comparative research * Conduct research and comparison activities based on 4 identified targets * As needed, reach out to benchmarking targets Benchmarking Analysis 1.7 $9,400 1. Determine <ey Performance ndicators * Review Key Performance Indicators and provide feedback * Provide sample Key Performance Indicators for the City's consideration * Update Key Performance Indicators based on feedback from the City * Incorporate Key Performance Indicators into materials for subsequent steps Key Performance Indicators 1.6 $9,400 3. Compile Preliminary Assessment * Review and provide feedback on as-is analysis, including identified issues, recommendations, business case material, communication plan, and other deliverable materials. * Prepare as-is analysis, including identifying issues, recommendations, business case material, communication plan, and other deliverable materials. * Distribute relevant information to City for review. Preliminary Assessment Summary and Key Recommendations 1.4 $14,100 3. Conduct /isioning Sessions * Identify participants for the visioning sessions.* Schedule visioning sessions.* Review materials in preparation for the visioning sessions.* Participate in the visioning sessions.* Review results of visioning sessions.* Assist in identifying prioritization criteria. * Develop agenda for visioning sessions.* Provide material to participants in advance of the sessions.* Work with City in identifying session participants.* Facilitate visioning sessions.* Document and distribute results of visioning sessions. Visioning AgendaResults of Visioning Sessions (To Be Process Maps and KPIs) 1.5 $18,800 10. Assess Staffing Needs * Review estimated staffing requirements and assist with preliminarily identifying potential ideal internal resources and significant resource gaps * Identify preliminary estimates / potential staffing needs and level of effort for system implementation and on- going support * Assess IT staff and non-IT staffing needs * Work with the City to review staffing requirements Staffing Needs Assessment 2.1 $9,400 11. Develop Total Cost of Dwnership TCO) / Return )n Investment \nalysis * Review cost categories, assumptions and assist with gathering / estimating costs * Identify key communication requirements to City stakeholders and assist with presentation * Repurpose / update for ongoing internal communication purposes * Identify and quantify cost categories and estimated costs * Prepare total cost of ownership (TCO) and Return on Investment analysis for new system * Assist with presentation of cost/benefit analysis to key City management. TCO/ROI Analysis 2.2 $14,100 12. Develop vieeds Assessment Report * Review draft Needs Assessment report provided by P&M * Attend meeting(s) to discuss the report and * Develop and deliver Needs Assessment Report * Attend meeting(s) to Needs Assessment Report (Business Case) Plan of Action 1.8 & 2.3 $14,100 12 City Attorney Approved Version 1/30/13 n provide feedback to P&M to finalize review and discuss draft report 13. Prepare =inal Report * Participate in presentation, if desired * Finalize and distribute the Needs Assessment Report * Prepare presentation and present the Plan of Action, if desired. Final Report Presentation 1.9 $9,400 Totals by Phase Estimated Hours Fees Phase 0: Project Management 60 $14,100 Phase 1: Business Process Model & Analysis 736 $172,900 Fotal Phases 0-1: 796 $187,000 Project Contingency $0 Total Project Budget $187,000 Plante Moran will invoice the City of Carlsbad based on Deliverables provided to the City in the amounts presented in this Exhibit. For Phase 0, Activity 6, we will invoice the City upon completion of Phase 1, Activity 13 (Final Report). Plante Moran will not invoice the City for more than the Total Project Budget without prior written approval from the City's Project Manager. In the event the City requires additional assistance beyond the Scope of Services described in this Exhibit, Plante Moran will work with the City to develop a new Scope of Services along with associated not to exceed fees. 13 City Attorney Approved Version 1/30/13 Exhibit B Plante & Moran RFP Proposal PROJECT WORK PLAN Phase 0: Project Management Ptiase Objective arKl Summary of Activities: The purpose of this phase is to conduct activities that are relevant to managing the project and enhancing its success for the City. The major activities to be perfonned are asfollovivs: • Conduct Project Initiation and Management Interviews • Confirm Project Organizational Structure that defines staff roles and expectations • Develop a Project Charter that provides a framework from which the project will progress • Develop a detailed Project Plan identifying the activities, responsibilities and timing of tasks necessary to complete the project • Establish a Project Collaboration Environment to act as a repository for project information • Conduct periodic status meetings to monitor project progress • Develop Project Status Reports to report on project progress Measurable Objectlve(s) Deliverable(s) / Milestones Manage the defined project through to successful completion Project Organizational Stmcture within budget and on schedule while meeting project goals _ • .^u.^ andobjectLs Project Charter Detailed Project Plan Project Collaboration Center Project Status Reports 1. Project Initiation A project initiation meeting will be conducted to introduce the project team, finalize the project scope, deliverables and timetables. These objectives will be accomplished through the development of a project organizational structure, project charter, detailed project plan and regularly scheduled progress meetings. These steps are described below. 2. Conduct Management Interviews We will meet with the City Management, induding Executives and Department Heads to review their areas of support and other organizational, administrative and technology components. We anticipate meeting with City Manage ment to provide an explanation ofthe project, what we anticipate doing on the project and ijnderstand the high level processes, and issues and opportunities for improvement within their respective areas of operation. As a result of these meetings, we will work with the City representatives to select a process for the proof of concept approach described in Phase 1 of our proposed approach. 3. Confinn Project Organizational Structure Our approach to each consulting engagement is structured to provide the services and level of professional support required to meet the individual needs of the client. We vwll work jointly with the key City contacts to design a process that will meet the overall needs of the City. As standard practice in the majority of our engagements, especially those related to process transformation, we have designed a very collaborative approach to ensure a high probability of success. During the early stages ofthe project we suggest creating a crass-functional group of representatives from essential departments to be involved in the process. We would expect the City to identify the appropriate individual participants. This Committee will be involved in all aspects of defining system needs, selecting a new system and creating an environment of collaboration and communication between critical City departments. They are noted in our following detailed project work-plan, where appropriate, and are suggested to increase the probability of long-term project success within the City. 4. Develop Project Charter During project initiation, a Project Charter will be developed that will provide a framework for the following areas of focus: • Project overview • Vision statement • Project stakeholders • Project influences • Scope plan (both in and out of scope items) • Project staffing The Project Charter will be provided to the City for review and approval prior to commencing significant project activities. City Attomey Approved Version 1/30/13 14 5. Develop Detailed Project Plan We will vroric with the City to incorporate the following into a detailed Microsoft Project ™ Plan: • Major phases and milestones • Work tasks and their due dates with assigned responsibility We will work vi/ith the PMO during this activity to design a Project Plan that is appropriate and meets the City's overall priorities. 6. Establish Project Collaboration Center Over the last few years, collaboration environments such as Microsoft Share Point have become increasingly viable tools in which to establish project collaboration environments for small, mid-size and large-scale projects. These environments can serve a variety of purposes including acting as a repository for documentation developed during the course of an engagement. During this activity, we will work with the City to assist in establishing a Project Collaboration Center induding design, structure, security and content. 7. Schedule and Moderate Project Status Meetings Continuous feedback is the key to a successful project. In this way, problems can either be avoided entirely, or addressed eariy on, to minimize wasted effort and keep the project on schedule. We will schedule regular meetings and / or conference calls with the City to: • Report on the status of the Project Plan and timeline • Re-schedule tasks as necessary and update Project Plan • Discuss major open issues and develop strategies to address them Phase 1: Business Process Model and Analysis Phase Objedive and Summary of Activities: The purpose of this phase is to assistthe Cityin understanding the current state business processes, identify opportunities for improvement and develop a plan to implement improvements. The major activitiesto be perfonned are as follows: Collect and Review Documentation and Data Conduct Stakeholder Interviews and Document "As Is" and "To Be" Processes Compile Preliminary Assessment Determine Key Perfonnance Indicators Conduct Comparative Research (Benchmark) Conduct Validation and Visioning Sessions Develop Business Process Model Report Measurable Obj ecti ve(s) Identify recommendations for operational change and improvement in organizational configuration to implement immediately as well as changes to implement with new software. Dellverable(s) / Milestones Interview Schedule Interview Questionnaire "As Is" and "To Be" Process Documentation Issues and Opportunities Matrix Listing of Software Systems Key Performance Indicators ("process measures") Preliminary Assessment Business Process Management (BPM) Report Business Case, Briefing Materials Communication Plan 15 City Attorney Approved Version 1/30/13 QD 1. Review Documents Plante Moran will review any available existing documentation gathered and provided by the City to gain a comprehensive understanding of the City's operations and cun-ent technologies. Documents to be reviewed include the following: Mission Statements Previous studies that are relevant to the project Relevant process and function descriptions/handbooks, pre-existing workflow documentation/flowcharts, such as those thatthe City has already developed Organizational charts Inventory listing ofall systems relevant to performing key business processes that will be evaluated for potential replacement or interfacing to the new ERP Critical systems to be interfaced with the new software Listing of additional "shadow systems" and non-integrated systems Key performance metrics and related data Locations ofall sites involved in the project, identification of sites that share common property, identification of sites to be visited, and schedules of staff for visits 2. Conduct Stakeholder Interviews After reviewing the documentation collected, Plante Moran will conduct up to 120 hours of working sessions with teams representing departments directly involved with the City's municipal management business processes. Prior to the interviews, we will wortc closely w/ith the City's representatives to determine participation in these interviews. We have found that representatives who have the broadest understanding of how current processes work should be present at these interviews along with process owners who are ultimately responsible for the process outcomes. Given our experience working with clients on similar projects, we can recommend best practices to ensure the most successful outcomes. The interviews will focus on the following major business processes and will help Plante Moran understand which areas ofthe City provide inputs and receive outputs relatrv'e to these processes: Acquire to Retire Budget to Report Hire to Retire Procure to Pay Finance and Cash Please note that we anticipate the 20 process areas identified in the RFP and the table below plus up to 10 additional areas will align with these five major business processes. These working sessions will focus on reviewing sub-functions that are perttirmed within each ofthe areas identified and will address how current technologies are used to support the business processes and areas for improvement. In advance of these interviews, we will distribute and collect an Interview Questionnaire to collect written infonnation prior to the interviews. The Questionnaire will incorporate questions similar to those in the City's RFP, such as whether the City's tasks are appropriately assigned, resources needed for the successful completion of tasks, the level of management needed for the City's tasks, and the turnaround time expected and actually achieved for tasks. As stated in the City's RFP, we anticipate the functional areas and processes involved will include: Finance and Performance Management Accounts Payable Accounts Receivable Bank Reconciliation Cash Management Currency Fixed Assets General Ledger Bond Manager Project Accounting Budget / Forecasting Contract M a na geme nt Table 1 Human Resources (HF^ Management Employee Scheduling Human Resources (HR) Payroll Timekeeping Asset Management Inventory Preventive Maintenance Purchasing / Online Requisitions Receiving Service (Work Order) Management 16 Cily Attomey Approved Version 1/30/13 We will assistthe City in determining which aspects ofthe work performed today are of concem in order to focus on the most feasible opportunities for improvement. The City may also wish to address the following functional areas, among others: • Finance and Performance Management o Cash Receipting o Grant Accounting o Debt Management o Investment Management • Other o Utility Billing o Business License o Inspections and Code Enforcement o Planning and Zoning o Permitting We will work with the City's project manager and other stakeholders to organize some of these interviews around processes and sub-processes in order to gain a cross-functional understanding in which we will bring together staff from departments who have similar interests to discuss their relevant processes. These interviews will serve as an opportunity to identify key staff involvement in cun-ent financial, human resource, and other operations: gain an understanding ofthe detailed processes; identify challenges associated with the cun-ent environment and identify key "gaps" between the current and desired future state of operations. We anticipate compiling the following documentation as a result of the interviews: • Issues and Opportunities Matrix; identifying current process, technology, policy and other related issues identified during the sessions, along with opportunities for improvement • Usting of Software Systems currently in use; including "shadow systems" • Existing process measures, as appropriate 3. Document As-is Processes Proof ef Concept Once interviews are completed, Plante Moran will document the current state "As Is" process mapsfor a single process area selected by the City. This proof of concept process map will be developed using the BPM Tool and more "traditional" Microsoft Tools (i.e., Visio). The intent ofthe proof of concept is to help the Qty' evaluate the merits, challenges and cost effectiveness associated with using a BPM Tool ve rsus th e M i cro soft To ols. It will al so h elp the City to u nd ersta nd th e effo rt i nvol ve d to ma intai n such a tool for business process management as well as to understand any unique requirements the City may have for such a tool in the future. Once complete, we will present the results ofthe proof of concept to the City and discuss the alignment ofthe results and level of effort involved with the City's overall objectives. We will also discuss the merits and challenges associated with the Options described below. During the meeting, we will present our recommendation such that the City can decide on which approach best supports the objectives of the engagement. The City may be able to meet its needs toward understanding its processes and opportunities for improvement through the use of Microsoft Visio and other Microsoft tools for documenting workflows and analyzing current processes. This approach has proven to be successful in many of our similar engagements including projects with Marin County, CA; Town of Hempstead, NY and City of Philadelphia. PA. Our experience suggests that this would be a more cost-effective aitemative to Option 1, without sacrificing the outcomes of using a BPM tool. We will woric with the City during project initiation to determine if this isa viable approach using the proof of concept as noted above. One of the key outcomes of this approach is the creation of an Issues and Opportunities Matrix that indudes an inventory of process, policy, technology and other recommendations. Under either option, we will ensure thatthe process documentation indudes: Key Business Activities (KBAs) Responsible divisions and people (including service providers and external parties) Key controls (manual and automated) Data sources Applicable automated systems/applications data flow, and dependencies on other divisions and external organizations • Narratives and other documents, as necessary We expect to produce one process map for each ofthe functional areas and processes identified in Table 1, above, plus up to 10 others. Once produced, we will distribute copies ofthe process maps to the City for review. We will then conduct interviews via teleconference to discuss any changes to the "As Is" process maps and related documentation. We anticipate these calls will take approximately 1 - 2 hours each. As a result, any revisions will be re-distributed to the City prior to the visioning sessions. City Attomey Approved Version 1/30/13 17 4. Compile Preliminary Assessment As stated in the City's RFP, and similar to other governmental organizations, we understand thatthe City must continuously improve and adapt its business processes to meet new requirements such as shared ser/ices, PCI compliance, and other changes in the ever changing government landscape. The business processes must be effective, efficient and agile enough to respond to change and deliver more accurate and timely information and to support decision making. As requested in the City's RFP, we will assess end-to-end processes to identify leading practices and potential deficiencies in orderto provide recommendations that strive to: • Eliminate inefficiencies and non-value added KBAs, such as manual, over-controlled, and overly complicated processes • Add missing KBAs or essential intemal controls • Improve woricflow and performance management with suitable metrics • Streamline, simplify, standardize, consolidate, and/or shift workload between divisions and/or within business units • Standardize common business processes, to the extent, feasible, through consolidation of activities and automation • Align business processes to the best practices that exist in the other local government or suitable private industry models • Improve access to and the quality of financial data • Better utilize or increase staff productivity training and/or more efficient workflow • Remove policy and/or organizational impediments to effective and efficient finandal management activities • Improve the quality of work products to increase customer satisfaction • Identify methods to obtain data to needed to perform analytics and improve reporting, and • Improve the quality of the reports. Based on the discovery activities and analysis of data collected, we will create a set of interim deliverables consisting of the following: • Major findings including strengths and weaknesses • Issues and Opportunities Matrix • Key recommendations • Documentation to articulate the need for and value proposition of recommended changes (e.g., business cases, briefing material) • Communication Plans • Future state "To Be" process maps The interim deliverables will be distributed to City stakeholders prior to conducting the on-site validation and visioning sessions. 5. Conduct Visioning Sessions We intend to conduct up to 3D, 1 Vi- 2 hours visioning sessions with City stakeholders, to present preliminaP)/ results ofthe assessment along with areas for improvement. The key goals of these on- site sessions will be to: • Discuss any final adjustments to the As Is process maps • Discuss and gain additional input on issues and opportunities identified • Discuss process measures and future KPIs • Develop a vision for future state processes In support of the visioning sessions, we intend to compile best practices throughout both private and public sector organizations to illustrate where resources can be most effective in supporting an organization's overall goals and business plans. Based on the sessions, WB will update the As-ls Process Documentation, Issues and Opportunities Matrix, and Updated Process Measures and distribute these to the City for final review. We will also document the "To Be" processes using the toolset chosen by the City in Step 3 and distribute these for the City's review. 6. Determine Key Performance Indicators Plante Moran has reviewed the Key Performance Indicators of numerous organizations. We have also published an article on Best Business Practices for Local Governments that includes sample Key Performance Indicators to use as benchmarks for various sizes of local governments. Using our expertise of Key Performance Indicators (KPIs), we will assistthe City with determining the KPIs it would like to use for evaluating the efficiency and effectiveness of its key business processes. As a result, we wll prepare a dashboard of these KPIs and will enterthese into the BPM toolset, depending on the outcome of the proof of concept. City Attorney Approved Version 1/30/13 18 13 7. Conduct Comparative Research (Benchmarking) We will utilize comparative research Plante Moran has compiled from other similar entities using a variety of sources and will take resultsfrom our "Best Practices" research to benchmark the City against best practices and applicable framewDri<s and standards to help the City build to the best possible solution. We expect that the identified Key Perfonnance Indicators will be integrated into the workflows ofthe City's key business processes and compared to the perfonnance of other local govemments in order to determine potential areas for improvement and strategies for achieving such improvement. The benchmark information Plante Moran has compiled primarily relate to financial and HR KPIs. Plante Moran will optionally work with the City to determine benchmark organizations to reviewforthe City's key non-financial and other business processes, as necessary. 8. Develop Business Process Model Report We will develop a draft Business Process Model Report that summarizes all ofthe findings and recommendations from previous work steps. The findings and recommendations discussed previously will be translated into a report that will include the following: • Executive Summary section • Pro ce ss Assessme nts • Current syste ms enviro nme nt oversalew • Issues and Opportunities o Plante Moran intendsto develop a detailed Issues and Opportunities matrix and an associated key decisions and potential requirements to be incorporated into the RFP for a new ERP system; i.e., desired solution set of functional needs and software requirements. • Identification of issues and opportunities for improvement for each functional area within the City that will be categorized as operational, organizational ortechnolo gy- re lated. • Future State Processes induding To Be Process Maps and KPIs • Recommendations • Benchmark data to support recommendations • Supporting appendices We will provide this draft report to the City's Chief Technology Officer and Steering Committee for review prior to finalizing the report. 9. Prepare Final Report Upon review and feedback regarding the draft report, we will prepare a final report and submit it to the City. We will conduct an on-site presentation to the City Council, if desired. Phase 2: Staffing Assessment and ROI Analysis Phase Objective and Summary of Activities: The purpose of this phase is to assist the City in preparing for the acquisition and implementation of a new ERP system as well as justifying the case to move forward with the project. Activities to be included in this phase are as follows: • Assess staffing needs for implementing a potential ERP solution • Develop preliminary cost estimates quantifying all costs likely to be incurred when implementing the new ERP solution • Develop an ERP Needs Assessment Report • Develop an initial Return on Investment Analysis 3. Develop Needs Assessment Report Information developed from the previous work steps will be added to the Business Process Management Report developed in Phase 1, to indude the following additional sections: • Staffing Support (both business and technical, required to select, implement and support a new ERP solution) • Marketplace Assessment • Return on Investment Analysis We will confinn the information to be included inthe above report at the start of the project induding the identification of any additional information. City Attorney Approved Version 1/30/13 19 Exhibit C: P&M Standard Terms and Conditions Management Responsibilities - The consulting services PM will provide are Inherently advisory In nature. PM has no responsibility for any management decisions or management functions in connection with its engagement to provide these services. Further, the City of Carisbad acknowledges that the City of Carisbad is responsible for all such management decisions and management functions; for evaluating the adequacy and results of the services PM will provide and accepting responsibility for the results of those services; and for establishing and maintaining internal controls, including monitoring ongoing activities, in connection with PM's engagement. Nature of Services - PM's analysis will be based on information and records provided to PM by the City of Carisbad. PM will rely on such underiying information and records and the analysis will not include audit or verification of the information and records provided to PM in connection with the analysis. The analysis PM will perform will not constitute an examination or audit of any the City of Carisbad financial statements or any other items, including the City of Carisbad's intemal controls. This engagement also will not include preparation or review of any tax retums or consulting regarding tax matters. If the City of Carisbad requires financial statements or other financial Information for third-party use, or if the City of Carisbad requires tax preparation or consulting services, a separate engagement letter will be required. Accordingly, the City of Carisbad agrees not to associate or make reference to PM In connection with any financial statements or other financial information of the City of Carisbad. In addition, PM's engagement is not designed and cannot be relied upon to disclose errors, fraud or illegal acts that may exist. However, PM will Inform you of any such matters that come to PM's attention. Use of Report - At the conclusion of PM's analysis, PM will provide the City of Carisbad with a written report as described in this engagement letter. PM's report will be restricted solely to use by management of the City of Carisbad and the City of Carisbad agrees that PM's report will not be distributed to any outside parties for any purpose other than to carry out legal responsibilities of the City of Carisbad. PM will have no responsibility to update PM's report for any events or circumstances that occur or become known subsequent to the date of that report. Confidentiality, Ownership and Retention of Workpapers - During the course of this engagement, PM and PM staff may have access to proprietary information of the City of Carisbad, including, but not limited to, information regarding trade secrets, business methods, plans, or projects. PM acknowledges that such information, regardless of Its form, is confidential and proprietary to the City of Carisbad, and PM will not use such Information for any purpose other than its consulting engagement or disclose such information to any other person or entity without the prior written consent of the City of Carisbad. In some circumstances, PM may use local or international third-party service providers or PM affiliates to assist with an engagement. In order to enable these sen/ice providers to assist PM in this capacity, PM must first notify the City of Carisbad of its intent to disclose information to these service providers that is relevant to the services they provide. City of Carisbad may in its sole discretion provide its written consent to PM for said disclosure. Disclosure of such Information shall not constitute a breach of the provisions of this agreement. In the interest of facilitating PM's services to the City of Carisbad, PM may communicate or exchange data by internet, e-mail, facsimile transmission or other methods. While PM will use its best efforts to keep such communications and transmissions secure in accordance with PM's obligations under applicable laws and professional standards, the City of Carisbad recognizes and accepts that PM has no control over the unauthorized interception of these communications or transmissions once they have been sent, and consent to PM's use of these electronic devices during this engagement. Professional standards require that PM create and retain certain workpapers for engagements of this nature. All workpapers created in the course of this engagement are and shall remain the property of PM. PM will maintain the confidentiality of all such workpapers as long as they remain in PM's possession. Both the City of Carisbad and PM acknowledge, however, that PM may be required to make its workpapers available to regulatory authorities or by court order or subpoena In a legal, administrative, arbitration, or similar proceeding in which PM is not a party. Disclosure of confidential information in accordance with requirements of regulatory authorities or pursuant to court order or subpoena shall not constitute a breach of the provisions of this agreement. In the event that a request for any confidential information or workpapers covered by this agreement is made by regulatory authorities or pursuant to a court order or subpoena, PM agrees to inform the City of Carisbad in a timely manner of such request and to cooperate with the City of Carisbad should the City of Carisbad attempt, at the City of Carisbad's cost, to limit such access. This provision will survive the termination of this agreement. PM's efforts In complying with such requests will be deemed billable to the City of Carisbad as a separate engagement. PM shall be entitled to compensation for its time and reasonable reimbursement of its expenses (including reasonable legal fees) in complying with City's request. PM reserves the right to destroy, and it is understood that PM will destroy, workpapers created in the course of this engagement in accordance with PM's record retention and destruction policies, which are designed to meet all relevant regulatory requirements for retention of workpapers. PM has no obligation to maintain workpapers other than for its own purposes or to meet those regulatory requirements. Upon the City of Carisbad's written request, PM may, at its sole discretion, allow others to view any woricpapers remaining in its possession If there is a specific business purpose for such a review. PM will evaluate each written request independently. The City of Carisbad acknowledges and agrees that PM will have no obligation to provide such access or to provide copies of PM's workpapers, without regard to whether access had been granted with respect to any prior requests. Fee Quotes - In any circumstance where PM has provided estimated fees, fixed fees or not-to-exceed fees ("Fee Quotes"), these Fee Quotes are based on the City of Carisbad personnel providing PM staff the assistance necessary to satisfy the City of Carisbad responsibilities under the scope of services. This assistance includes availability and cooperation of those the City of Carisbad personnel relevant to PM's analysis and providing needed information to PM in a timely and orderiy manner. In the event that undisclosed or unforeseeable facts regarding these matters causes the actual work required for this engagement to vary from PM's Fee Quotes, those Fee Quotes will be adjusted for the additional time PM incurs as a result. In any circumstance where PM's work is rescheduled, PM offers no guarantee, express or implied, that PM will be able to meet any previously established deadline related to the completion of PM's work. Because rescheduling its woric imposes additional costs on PM, in any circumstance wrtiere PM has provided Fee Quotes, those Fee Quotes may be adjusted for additional time PM incurs as a result of rescheduling its work. PM will endeavor to advise the City of Carisbad in the event these circumstances occur, however it is acknowledged that the exact impact on the Fee Quote may not be determinable until the conclusion of the engagement. Such fee adjustments will be determined in accordance with the Fee Adjustments provision of this agreement. City Attorney Approved Version 1/30/13 20 Payment Terms - PM invoices for professional services are due upon receipt unless otherwise specified in this engagement letter. In the event any of PM's invoices are not paid in accordance with the terms of this agreement, PM may elect, at PM's sole discretion, to suspend work until PM receives payment in full for all amounts due or terminate this engagement. In the event that work is suspended, for nonpayment or other reasons, and subsequently resumed, PM offers no guarantee, express or implied, that PM will be able to meet any previously established deadlines related to the completion of PM's consulting work or issuance of PM's consulting report upon resumption of PM's work. The City of Carisbad agrees that in the event that work is suspended, for non-payment or other reasons, PM shall not be liable for any damages that occur as a result of PM ceasing to render services. Fee Adjustments - Any fee adjustments for reasons described in this agreement will be determined based on the actual time expended by PM staff at PM's current houriy rates, plus related costs PM incurs, and included as an adjustment to PM's Invoices related to this engagement. Notwithstanding the foregoing sentence, the City of Carisbad shall not be responsible for any fee that exceeds the stated amount in the Agreement, Section 5 Compensation. The City of Carisbad acknowledges and agrees that payment for all such fee adjustments will be made in accordance with the payment terms provided in this agreement. Termination of Engagement - This agreement may be terminated by either party upon written notice. Upon notification of termination, PM's services will cease and PM's engagement will be deemed to have been completed. The City of Carisbad will be obligated to compensate PM for all time expended and to reimburse PM for related costs PM incurs through the date of termination of this engagement. Conflicts of Interest - PM's engagement acceptance procedures include a check as to whether any conflicts of interest exists that would prevent acceptance of this engagement. No such conflicts have been identified. The City of Carisbad understands and acknowledges that PM may be engaged to provide professional services, now or in the future, unrelated to this engagement to parties whose interests may not be consistent with interests of the City of Carisbad. ). Agreement Not to Influence - The City of Carisbad and PM each agree that each respective organization and its employees will not endeavor to influence the other's employees to seek any employment or other contractual arrangement with it, during this engagement or for a period of one year after termination of the engagement. The City of Carisbad agrees that PM employees are not "contract for hire." PM may release the City of Carisbad from these restrictions if the City of Carisbad agrees to reimburse PM for its recruiting, training, and administrative investment in the applicable employee. In such event, the reimbursement amount shall be equal to two hundred hours of billings at the current houriy rate for the PM employee. City Attorney Approved Version 1/30/13 21