HomeMy WebLinkAboutSS4 - Council Policy F-14 - Service ContractsCITY OF NEWPORT BEACH
CITY COUNCIL STAFF REPORT
Study Session Agenda Item No. 5S4
April 25, 2006
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Office of the City Attorney
Robin L. Clauson, City Attorney (949)644 -3131
rclausonOcity.newaort- beach.ca. us
SUBJECT: Amendment to Council Policy F -14 (Service Contracts)
ISSUE:
Should the City Council amend Council Policy F -14 to provide an updated and
comprehensive guide to staff and the public regarding service contract selection,
preparation, approval and amendment?
RECOMMENDATION:
Direct staff to prepare an amendment to Council Policy F -14 and to present the
amendment at a regular session of the City Council.
DISCUSSION:
Background:
The service contracts entered into by the City of Newport Beach are affected by
legal requirements from a number of different sources including, but not limited
to, the City Charter, the Newport Beach Municipal Code, Council Policies and
Resolutions, and state law. This creates a complex web of requirements that
staff must navigate to produce contracts that are in compliance with all applicable
legal requirements.
To ensure that City contracts comply with all legal requirements, the City
Attorney's Office analyzed the interaction between the laws, policies and
procedures affecting City contracts, and performed an in -depth review of the
City's current contract system practices. Based thereon, the City Attorney's
Office identified several areas where the City could improve its policies for
service contract formation.
Amendment to Council Policy F -14 (Service Contracts)
April 25, 2006
Page 2
The City Attorney's Office also developed a roadmap for achieving a city -wide
best practices system in the contract setting to provide detailed guidance to staff.
At the same time, the City Manager's Office noted a need for clarified procedures
for professional consultant selection, and directed the Administrative Services
Department to prepare such procedures for adoption. After staffs review and
input, these procedures were incorporated into revised Council Policy F -14,
which is attached hereto.
Authority:
Since Newport Beach is a charter city, the authority under which the City enters
agreements is granted by the Charter of the City of Newport Beach. To the
extent that general law statutes are not inconsistent with the City Charter, the
statutes applicable to general law cities also apply to charter cities. Most notably,
the California Public Contract Code, Government Code, and Corporations Code
may also affect provisions and procedures for certain City contracts.
City Charter Section 421 provides that the City shall not be bound by any
contract, unless it is in writing and signed by the Mayor and City Clerk, or signed
by another City officer to whom the City Council delegated or directed signing
authority. When it adopted the current version of Council Policy F -14, the City
Council delegated authority to Department Directors (who are City officers) to
sign contracts for services of $30,000 or less.
Charter Section 421 also permits the City Council to delegate authority to the City
Manager to bind the City to contracts, so long as that delegation is performed by
ordinance or resolution. In 1969, through Resolution 7072, the City Council
delegated authority to the City Manager to sign certain contracts that did not
exceed $5,000. In 1987, through Resolution 87 -67, Council expanded the
authority of the City Manager to sign a wider variety of contracts, and increased
his signing authority for service contracts to $30,000. Council Policy F -14
currently gives Department Directors the same $30,000 signing authority for
service contracts.
Discussion:
The proposed amendments to Council Policy F -14 clarify the provisions of the
existing Council Policy, incorporate the provisions of Resolution 87 -67, and set
forth expanded provisions to cover contract situations that current Council Policy
F -14 does not address. For example, proposed Council Policy F -14 sets forth
authority to amend service contracts, specifies which City official is authorized to
sign amendments at different levels of increased contract amount, and states
Amendment to Council Policy F -14 (Service Contracts)
April 25, 2006
Page 3
when a contract amendment must be presented to the City Council. It reflects
past practice by setting forth the service contracts the City Attorney is authorized
to sign. It clarifies that all service contracts require the City Attorney's review and
the City Clerk's attestation, and must be accompanied by proof of the appropriate
level of insurance. It contains procedures for contract review, approval, and
retention, as well as professional services consultant selection procedures.
The proposed Council Policy F -14 also instructs staff on the preferred methods of
entering into contracts in emergency situations. During an emergency, services
must be acquired in a setting where some of the standard contract procedures
and requirements are not practicable. It directs the City to enter Emergency On-
Call Agreements whenever possible, so that qualified, experienced consultants
with the appropriate level of insurance and set hourly billing rates will already be
in a contractual relationship with the City when an emergency arises.
The proposed amendments to Council Policy F -14 also suggest that the City
Manager's signing authority be increased to reflect the larger contracts the City is
entering into, as well as the sharply increasing costs of services and materials
that the City must acquire. The City Manager's signing authority was established
in 1967 and expanded 18 years later in 1987. This year, it has been 19 years
since the last increase in the City Manager's spending authority, and staff feels it
may be an appropriate time to increase his spending authority again. If the
Council agrees, a limit of $50,000 for service contracts signed by the City
Manager is proposed.
Increasing the City Manager's authority to sign certain contracts funded by permit
or project applicants is also recommended. This issue was raised by Planning
Department staff who pointed out that project applicant funds, rather than City
budget funds, pay for Negative Declaration and EIR preparation. In this situation,
the applicant is essentially paying for temporary staff augmentation. Currently,
even for projects where only the applicant's funds are involved, the City Council
must review and approve contracts when the contract amount exceeds $30,000.
If Council review were not required, the City would have less difficulty meeting
certain CEQA requirements. CEQA generally requires that the City contract with
an environmental consultant within 45 days of receiving the completed
application. Those 45 days pass quickly during the Planning Department's
process of sending out an RFP, receiving proposals, preparing a contract, and
getting its approval scheduled at a Council meeting. Sometimes it is impossible
to meet the 45 -day deadline as a result.
City Charter Section 421 permits the City Council to delegate the authority to sign
this sort of contract to the City Manager. We have drafted language that
authorizes the City Manager to sign contracts for environmental services, project
management services or project review services paid for by the Planning
Department on behalf of an applicant from the applicant's deposit account, so
Amendment to Council Policy F -14 (Service Contracts)
April 25, 2006
Page 4
long as the total cost of such services does not exceed $100,000. The $100,000
limit was chosen because staff felt that most projects that required environmental
services costing more than $100,000 were of a magnitude and complexity that
would be of interest to the City Council.
Environmental Review: The City Council's consideration of this item does not
require environmental review.
Public Notice: This item was noticed in accordance with the requirements of the
Ralph M. Brown Act.
Funding Available: NIA
Prepared by:
SIGNATURE
Catherine Wolcott, Contract Attorney
Attachments: Proposed Council Policy F -14
F:\ users\ cat\shared \CCstaffReport\F- 14.doc
Submitted by:
SIG T RE
R in L. Clauson, City Attorney
F -14
(Draft Council Policy F -14 Amendment — To be adopted by resolution of the
Council. Includes professional services consultant selection procedures.)
AUTHORITY TO CONTRACT FOR SERVICES
PURPOSE
To set forth the City's policy establishing authority for committing City funds for
Service Contracts.
LIMITATION
Contracts for services are distinct from contracts for procurement of specific
material items. If the only purpose of a contract is for the City to obtain goods,
material or equipment, guidelines contained in the City's Purchasing Procedures
will be followed. Contracts entered for the purpose of obtaining related service,
installation, repair or maintenance of goods, materials and equipment shall also
be formed under the guidelines contained in the City's Purchasing Procedures.
The terms and conditions of contracts for service, installation, repair or
maintenance of goods shall be included on the City's Purchase Order form, and
additional contractual and procedural provisions may be necessary under the
Purchasing Procedures for equipment maintenance, computer software and
hardware purchases which exceed $10,000, and other purchase - related services
which exceed $30,000.
APPLICATION
The policy contained herein applies to all other contracts for services, whether
acquired under a standard or emergency basis, including but not limited to
professional services, audit services, public works project services, public
property maintenance and repair services, and maintenance, custodial and repair
services for all City facilities.
POLICY
A. Authority to Enter Contracts
The Charter of the City of Newport Beach permits the City Council to delegate
authority to sign contracts to the City Manager, and such other officer or officers
as the Council may designate, and to impose monetary limits on such signing
authority. By resolution, the Council has delegated authority to sign service
contracts to certain City officers, with specific monetary limits.
Regardless of whether an elected or nonelected City officer signs the service
contract, the contract and any subsequent contract amendments shall also be
signed by the City Clerk, shall be in a form approved by the City Attorney, and
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F -14
the City Attorney shall review and approve all contract and contract amendment
documents prior to contract execution.
1. The Citv Manager. The City Manager is authorized to sign and award
contracts for services without prior Council approval, provided the contract
amount does not exceed $50,000 and funds are available. This authority
shall not be delegated below the Assistant City Manager level. The City
Clerk shall sign all such contracts, and the City Attorney shall review and
approve all contract documents prior to contract execution and award.
a. Some services are paid for by permit applicants, but the contracts
for those services are entered by the City on behalf of the
applicants. Funds to pay for the these services are provided by the
applicant and held by the City in an applicant deposit account. The
City Manager is authorized to sign contracts for environmental
services, project management services or project review services
provided to the Planning Department on behalf of an applicant that
are paid for with funds from the applicant's deposit account, when
the total cost of such services does not exceed $100,000.
b. All other contracts that exceed $50,000, and are entered into by the
City but paid for by funds in an applicant deposit account shall be
submitted to the City Council for approval.
2. Department Directors. Department Directors are authorized to sign written
contracts for services that do not exceed $30,000 without further Council
review, as long as the services were approved by the City Council as part
of the annual Department budget. This authority may not be delegated
below the Department Director level. The City Clerk shall sign all such
contracts, and the City Attorney shall review and approve all contract
documents prior to contract execution and award.
3. City Attorney. The City Attorney is authorized to sign contracts for all
services for outside counsel and experts related directly to and necessary
for prosecution and defense of pending litigation as defined in the Brown
Act, and for services for outside counsel and experts necessary to
address other pending or potential legal claims or legal issues so long as
funds for outside counsel, experts and related legal services were
approved by the City Council as part of the annual budget process.
B. Authority to Amend Contracts
If circumstances arise that were not reasonably foreseeable by the parties at the
time of contracting, and which make extra work necessary for the proper
completion of the service, a contract amendment and corresponding increase in
total contract amount may be necessary. For purposes of this policy, "total
contract amount' shall be defined as the total consideration paid over the term of
the agreement, including any previous amendments to the contract.
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F -14
1. If the original contract did not exceed $30,000 and was signed by a
Department Director, the Department Director overseeing the contract
may sign the contract amendment if that amendment will not cause the
total contract amount to exceed 125 % of the original contract amount.
2. The City Manager may sign and award the contract amendment if the total
cost of services will not exceed 125% of the original contract amount, or if
the total contract amount does not exceed $50,000. The City Manager
may also sign amendments to contracts described in Section A(1)(a) of
this Policy, so long as the total contract amount does not exceed
$125,000.
3. In certain situations, the City Manager and the Department Director in
charge of the contract may determine that an amendment is needed that
will cause the total contract amount to exceed the City Manager's
amendment signing authority, and that the timing is such that a work
stoppage or other undesirable consequence will result if approval of the
change is delayed until the next City Council meeting. In those situations,
the City Manager may approve an amendment that increases the total
contract amount up to 150% of the original contract. However, the City
Manager will notify all City Council Members individually if this situation
develops, and if any individual Council Member objects to the increase, a
special meeting of the City Council will be called to address the issue.
4. In the event of emergency work that requires an amendment to an existing
contract, the emergency contracting policy outlined below shall be
followed.
C. Procedures
1. Bidding. It is recognized that by their nature, service contracts cannot
always be awarded as a result of a competitive bid process. However,
competitive bids should be obtained whenever possible before resorting to
negotiated awards.
2. Approvals.
a. All contracts for services, including exhibits and amendments, shall
be reviewed and approved as to form by the City Attorney's Office
prior to contract execution. The City Clerk shall sign and attest to
all service contracts.
b. City Purchase Orders are not required for service contracts. A copy
of the contract shall be submitted directly to Accounts Payable,
where the Fiscal Services Manager will use it as an encumbering
document. Thereafter, progress payments will be handled in the
same manner as progress payments on a Purchase Order, i.e.
invoices will be approved by the director of the department
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F -14
administering the contract and submitted to Accounts Payable for
payment.
C. Insurance - All contracts shall be accompanied by proof of the
appropriate level of insurance at the time of execution. The
insurance level required shall be in accordance with the City's
published Schedule of Insurance (attached and herein incorporated
by reference as part of this Policy), or as otherwise approved by the
City's Risk Manager.
2. Retention.
a. The City Clerk shall retain the original executed service contract
approved by the City Council and signed by the Mayor (or such
other officer as the Council may designate, in instances in which
the Council approves a contract and directs a City officer to sign.)
At least one copy with original signatures shall also be kept by the
Department responsible for administering the contract as required
by the City Document Retention Policy.
b. The City Manager's Office shall retain an original executed copy of
any service contract signed by the City Manager or Assistant City
Manager(s), in accordance with the City Manager's Office
document retention policy.
C. Each department shall retain an original executed copy of any
service contract signed by its Department Director, in accordance
with that department's document retention policy.
D. Professional Services Consultant Selection
Professional consultant services differ from other services in that they are
of a professional nature, and due to the ethical codes of some of the
professions involved, as well as the nature of the services provided, do not
readily fall within the competitive bidding process. Professional
consultants should be individually selected for a specific project or service
with the objective of selecting the most qualified consultant at a fair and
reasonable cost.
Professional services shall be obtained by a qualifications -based selection
process. The following procedures shall be used in the selection of
professional consulting services. This policy shall include, but not be
limited to, services in the following fields:
Engineering (civil, mechanical, electrical, structural, traffic, geotechnical,
etc.)
Architecture
9
F -14
Landscape Architecture
Construction Project Management Firms
Environmental
Planning
Economic Analysis
Property Appraisals
Land Surveying
Financial Services
Data Processing Services
Legal Services not otherwise authorized in Section A(3) of this Policy
1. Professional Services Consultant Selection Procedures
a. Major Projects — Anticipated fee of over $100,000 or other criteria
related to complexity as determined by Department Director.
i. Lead Department(s) shall prepare a Request for
Qualifications (RFQ) and solicit responses using current lists
and industry resources. Lists of qualified consultants and
RFQs shall be processed as needed, but not less than once
every five (5) years.
ii. A Review Board, selected by the appropriate Department
Director and composed of appropriate Staff representatives
and /or qualified outside representatives, shall select three
(3) to five (5) qualified firms to submit proposals.
iii. When a minimum of three (3) potential firms are unavailable,
or if it is in the best interest of the City to limit the number of
firms solicited, the basis for such action should be included
in the report to the City Council.
iv. The Review Board shall review the proposals received and
select the most qualified firms for interviews. The Review
Board shall rank consultants based upon the following
criteria:
■ Ability of the consultants to perform the specific tasks
outlined in the RFP.
■ Qualifications of the specific individuals who will work
on the project.
5
F -14
• Amount and quality of time key personnel will be
involved in their respective portions of the project.
• Reasonableness of the fee requested to do the work.
• Demonstrated record of success by the consultant on
work previously performed for a City, and for other
municipalities or enterprises.
• The specific method and techniques to be employed
by the consultant on the project or problem.
V. The Review Board shall select the most qualified firm and
negotiate an appropriate not -to- exceed cost of services
amount based upon the agreed scope of work (hours) and
hourly rates. If negotiations are not successful, the Review
Board will select a second qualified firm.
vi. The Review Board's recommended selection will be placed
on the Council agenda. The recommendation should include
the agreed not -to- exceed cost of services and a summary of
the basis used to select the recommended consultant.
vii. A Professional Services Agreement reviewed and approved
by the City Attorney will be attached to the Council staff
report.
b. Intermediate Projects — Anticipated fee between $30,000 -
$100,000, or other criteria related to complexity as determined by
Department Director.
i. Affected Department(s) should use procedures noted in
Section D(1)(a) of this Policy, above, and invite proposals
from a minimum of three (3) qualified consultants.
ii. The Department Director shall make a selection based upon
the criteria set forth in Section D(1)(a) of this Policy and
place the recommendation on the Council agenda.
iii. A Professional Services Agreement reviewed and approved
by the City Attorney will be attached to the Council staff
report, unless the cost of services do not exceed $50,000,
and the agreement is signed by the City Manager.
C. Minor Projects — Anticipated fee under $30,000
i. The Department Director shall maintain current files on
qualified consultants in appropriate categories. The
Department shall contact at least three (3) qualified
consultants and request them to submit a proposal.
ii. The Department Director shall make a selection based upon
the criteria noted in Section D(1)(a) of this Policy and is
authorized to execute a Professional Services Agreement
reviewed and approved by the City Attorney.
R
F -14
E. Emergency Contracts for Services
If a contract for services is necessary under the provisions of Newport
Beach Municipal Code Section 2.20.020, procedures in the City
Emergency Procedures shall be followed.
If a contract for services is necessary under the authority of Newport
Beach City Charter Section 1110, and the contract amount exceeds the
signing authority of the relevant Department Director or City Manager as
authorized in this Policy, then that contract shall be brought to the City
Council at its next regularly scheduled meeting for review.
Whenever possible, the City shall enter Emergency On -Call Agreements
with contractors or consultants who can be relied upon to assist the City in
advance of any actual emergency. Emergency On -Call Agreements shall
be submitted to Council for approval after being reviewed and approved
by the City Attorney's Office. After the Emergency On -Call Agreement is
approved, services provided on an emergency basis under an Emergency
On -Call Agreement may be retained by oral commitment of the City
Manager (or, in the case of an emergency described by Municipal Code
Section 2.20.020, the Director or Assistant Director of Emergency
Services), to be memorialized in a Letter Agreement between the parties
as soon as possible.
When a written contract has been entered to address an emergency, a
copy of the written contract shall be provided to the City Clerk as soon as
possible.
FUTURE AMENDMENTS TO POLICY
Any future changes in the provisions of this Policy shall be made by resolution of
the City Council.
Adopted -January 24, 1994
Amended -April 13, 2004
Amended by Resolution _ -_, Month, Day, 2006
F:\users\cat\shared\PolicyCouncil\F-14.doe
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