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HomeMy WebLinkAboutC-7370-1 - PSA for Harbor Operations Organizational Development PlanO cf; PROFESSIONAL SERVICES AGREEMENT CJ WITH MANAGEMENT PARTNERS FOR HARBOR OPERATIONS ORGANIZATIONAL DEVELOPMENT PLAN THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered into as of this 17th day of January, 2018 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and MANAGEMENT PARTNERS, INC., a Ohio corporation ("Consultant'), whose address is 1730 Madison Road, Cincinnati, Ohio 45206, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to provide professional analysis, research and best practices review for the creation of a harbor operations organizational development plan. ("Project'). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on September 30, 2018, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a fixed fee basis in accordance with the provisions of this Section and the Schedule of Billing attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Forty Seven Thousand Eight Hundred Dollars and 00/100 ($47,800.00), without prior written authorization from City. No billing changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit invoices to City based upon the completion of milestones as outlined in the Exhibit B. Consultant's bills shall describe the Services performed and the specific milestone reached. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by C ity. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. Management Partners, Inc. Page 2 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Andrew S. Belknap to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the City Manager's Office. City's Assistant City Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all Management Partners, Inc. Page 3 licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in Management Partners, Inc. Page 4 this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual Management Partners, Inc. Page 5 relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. Management Partners, Inc. Page 6 20. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall 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 to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 23. CONFLICTS OF INTEREST 23.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 23.2 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 24. NOTICES 24.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third Management Partners, Inc. Page 7 business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 24.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Assistant City Manager City Manager's Office City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 24.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Andrew S. Belknap Management Partners 1730 Madison Road Cincinnati, OH 45206 25. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 26. TERMINATION 26.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 26.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by Management Partners, Inc. Page 8 giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 27. STANDARD PROVISIONS 27.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 27.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 27.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 27.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 27.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 27.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 27.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 27.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 27.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Management Partners, Inc. Page 9 Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 27.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 27.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 27.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Management Partners, Inc. Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 7.1-7 l i r, In City rp \ k."" tis -(e ATTEST: ,r' Date: `j �, 1 g By: kpua Nm' Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: Carol Jacobs Assistant City Manager CONSULTANT: Management Partners, Inc., a Ohio corporation Date: '--2-k ^ X% Gerald E. Newfar President Date: By: a at.-j— Am;'Cohen Paul Treasurer [END OF SIGNATURES] Attachments: Exhibit A - Scope of Services Exhibit B - Schedule of Billing Rates Exhibit C - Insurance Requirements Management Partners, Inc. Page 11 EXHIBIT A SCOPE OF SERVICES Activity 1 — Start Project Consultant shall begin the Project with a careful learning phase, starting with a planning meeting with City staff to ensure a clear understanding of City objectives and scope of work, as well as Project schedule and Consultant data requirements. Consultant shall keep City informed of progress, observations, and initial recommendations. Consultant shall confirm Project deliverables and due dates to ensure the Project is completed on time and on budget. Consultant's goal is to integrate activities in a manner that is thoughtful, and minimizes disruption. Activity 2 — Analyze Operations This activity will focus on understanding current operations and how the City intends to improve operations. Consultant shall carry out the tasks, as discussed below: 1. Conduct interviews. Because the totality of Newport Harbor ("Harbor") operations is a shared enterprise that includes the Public Works/Harbor Resources Division and OCSD, as well as the City Manager's Office, Municipal Operations Division, and Community Development/Building, Consultant's analysis will require consultation with many individuals from various parts of the City organization. Consultant shall interview management and supervisory staff in each of the above organizations/departments. 2. Design and administer online survey. Consultant shall provide an online survey to gather opinions and ideas from City employees. 3. Review data and documents. Consultant shall review available data on Harbor operations from prior strategic plans, organizational studies and other optimization studies. (a) Consultant shall review fiscal and budget information, along with staffing levels and workload data. Particular emphasis will be placed on understanding the roles and responsibilities of Public Works/Harbor Resources and Municipal Operations, and Public Works relative to a new Harbor Operations Division. It is important that the organizational structure properly delineate the roles and responsibilities across these units. (b) Consultant shall review code enforcement priorities and needs as they relate in the Harbor setting. (c) Consultant shall review information technology applications currently being used, as this is an area where substantial improvements are often possible. Management Partners, Inc. Page A-1 (d) Consultant shall review long range planning and records management functions. (e) Consultant shall also review: enforcement of rules and policies, communications and working with OCSD, design and implementation of capital projects and administrative functions and emergency services. Consultant will use all this information in the benchmarking phase of the Project, described in Activity 3. After the operational review, when this activity is approximately 85% completed, Consultant shall schedule a meeting with City's Project Administrator to review Consultant's observations and preliminary recommendations. Activity 3 — Research Best Practices and Peer Comparisons Benchmarking with best state and national practices will be a thread that runs through the entire Project. Every activity will be informed by comparisons with best practice operations and comparisons with other peer organizations. To ensure that benchmarking is of maximum utility, Consultant shall, early in the Project, define the appropriate criteria to be used in identifying peer agencies, as well as national best practices. By focusing on the criteria that allows valid comparisons, Consultant will be able to identify peer jurisdiction that are meaningful and objectively derived. Since the marina business is populated by both public and private service providers, Consultant's comparisons will include both types of service providers. However, it is sometimes difficult to gain accurate cost information from private service providers, but estimates can be derived. Since the service delivery profile of Harbor Operations will vary relative to other service providers, Consultant shall work with City staff to ensure benchmarking peers and best practices are sought in service delivery environments similar to that of Newport Beach. Because City is such a large municipal marina operator, it is, by definition, somewhat anomalous. Consultant therefore expects that a search for comparable service providers will be national in scope, especially regarding best practices. Consultant will look first to climates and marine environments similar to City, such as Long Beach and Marina Del Rey. As part of this phase of the work, Consultant shall also determine how comparable harbor/marina operators measure their performance and maximize resource optimization. Since cities are charged with delivering effective services in a world of limited resources, Consultant shall concentrate on identifying how departments achieve maximum productivity and measurable performance for the least cost. This research will provide meaningful comparisons about such issues as staffing levels, service levels and budgets. Specific areas for benchmarking will include: Management Partners, Inc. Page A-2 1. Identifying best practices relative to service, systems and management in comparable jurisdictions. 2. Identifying best practice mechanisms for measuring effectiveness of the mission. 3. Identifying best practice tools for optimizing resource allocation towards mission and for achieving maximum cost efficiencies. 4. Identifying staffing and service level norms incomparable jurisdictions. Benchmarking and best practice information will be integrated into Consultant's analysis and recommendations. Consultant shall review comparisons with City in connection with the briefing in Activity 2 mentioned above. Activity 4 — Evaluate Regulatory Environment Consultant shall evaluate how operations and performance may be impacted by a Harbor Operations Division regulatory environment. Special attention will be paid to issues dealing with waiting lists, temporary slip assignments and live-aboards. All are particularly sensitive issues within the harbor/marina industry. Additionally, Consultant suggests that the City may want to examine existing policies concerning abandoned or potentially hazardous vessels. Consultant's analysis shall identify any duplication of effort or other redundancies often found in regulatory systems. Consultant shall look for opportunities to streamline regulatory operations based on a review of best management practices in other settings. Consultant shall also examine enforcement mechanisms and how enforcement currently works in practice. Finally, in conjunction with Consultant's operational review, Consultant will identify how technology could help the City make regulatory recordkeeping faster and more efficient. This, as well as the tasks completed in the previous activities, will put Consultant in a strong position to outline how Title 17 (of the Municipal Code concerning Harbor Operations) should be updated to reflect the current environment. Activity 5 — Develop Optimal Organizational Structure Consultant's objective in this activity is to take the information gained in the prior activities to make an informed determination about whether the organizational structure for delivery of Harbor services and a Harbor Operation Division is appropriate. It is important to note that most organizations are not "optimally" organized. One reason is the multitude of services that must be provided necessitate compromises. For example, the City of Newport Beach has other responsibilities besides delivery of Harbor services. The City must strike a balance between the best structure for the organization as a whole, economies of scale, and department and division organizational structures. Management Partners, Inc. Page A-3 Consultant shall evaluate both private and public sector harbor and marina operators with respect to organizational arrangements, as the public and private nature of marina operations within the industry environment offers a unique opportunity for comparisons. During this activity, Consultant shall carry out the following tasks: 1. Identify an organizational structure that will best facilitate internal and external communications, foster effective customer relationships and service, and assist with productive partnerships within the City organization. 2. Determine an optimum span of control within a Harbor Operations Division's organizational units that will foster strong performance. 3. Identify staffing needs for full-time permanent and part-time seasonal staff, with the input of City Human Resources or other staff on classifications as appropriate. Consultant shall schedule a meeting with City's Project Administrator to review Consultant's assessment about organizational structure and preliminary recommendations. Activity 6 — Report Results Consultant shall prepare a final draft memorandum describing the results of the work conducted during the above activities. Consultant shall meet with City's Project Administrator to review this draft memorandum in detail. Consultant shall then prepare a final version of the memorandum. If desired, Consultant will present the results to the City Council in a PowerPoint format. Activity 7 — Support Implementation Consultant is ready to assist with implementation as necessary. For example, if desired by the City, Consultant could take the lead in drafting new standards and written practices (SOPs) and/or spearhead the project to overhaul Title 17 provisions. Consultant would then train staff on the new tools/regulations and provide full documentation as appropriate. Management Partners, Inc. Page A-4 EXHIBIT B SCHEDULE OF BILLING Consultant will submit invoices based on the completion of milestones as listed below. Management Partners, Inc. Page B-1 Milestone Cost $2,347 Activity 1: Start Project Activity 2: Analyze Operations $10,892 Activity 3: Research Best Practices and Peer Comparisons $14,090 Activity 4: Evaluate Re ulato Environment $5,650 Activity 5: Develop Optimal Organizational Structure $4,530 Activit 6: Report Results $7 071 Activity 7: Support Implementation $3,220 Total $47,800 Management Partners, Inc. Page B-1 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. Management Partners, Inc. Page C-1 Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subroqation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers and employees or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers and employees shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Management Partners, Inc. Page C-2 Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. G. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Management Partners, Inc. Page C-3 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 3/1/18 Dept./Contact Received From: Jennifer Date Completed: 3/29/18 Sent to: Jennifer By: Jan Company/Person required to have certificate: Management Partners Type of contract: I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 3/1/18 — 3/1/19 A. INSURANCE COMPANY: Ohio Security Insurance Company B. AM BEST RATING (A-: VII or greater): A / XV INSURANCE COMPANY: American Fire & Casualty C. ADMITTED Company (Must be California Admitted): B. Is Company admitted in California? ® Yes ❑ No D. LIMITS (Must be $1M or greater): What is limit provided? $IM/$2M E. ADDITIONAL INSURED ENDORSEMENT—please attach M Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must Is Company admitted in California? include): Is it included? (completed Operations status does ❑ No D. not apply to Waste Haulers or Recreation) Cl Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND UM, $2M min for Waste Haulers): What is limits provided? COMPLETED OPERATIONS ENDORSEMENT (completed E Operations status does not apply to Waste Haulers) ❑ Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City (What is limits provided?) N/A its officers, officials, employees and volunteers): Is it F. included? M Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be G. PRIMARY & NON-CONTRIBUTORY WORDING: included): Is it included? M Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured HIRED AND NON -OWNED AUTO ONLY: M N/A is not limited solely by their negligence) Does endorsement ❑ No I. include "solely by negligence' wording? ❑ Yes M No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): M N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A M Yes ❑ No 11. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 3/1/18 — 3/1/19 A. INSURANCE COMPANY: American Fire & Casualty B. AM BEST RATING (A-: VII or greater) A / XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? M Yes ❑ No D. LIMITS - If Employees (Must be $1M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? $1,000,000 E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) N/A F. ADDITIONAL INSURED WORDING: ❑ N/A M Yes ❑ No G. PRIMARY & NON-CONTRIBUTORY WORDING: ❑ N/A M Yes ❑ No H. HIRED AND NON -OWNED AUTO ONLY: M N/A ❑ Yes ❑ No I. NOTICE OF CANCELLATION: ❑ N/A 0 Yes ❑ No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 3/1/18 — 3/1/19 A. INSURANCE COMPANY: Ohio Security Insurance Company B. AM BEST RATING (A-: VII or greater): A / XV C. ADMITTED Company (Must be California Admitted): ® Yes ❑ No D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater) $1,000,000 F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY 3/1/18-3/1/19 CONTINENTAL CASUALTY INS. CO. Rated: A / XV Admitted Limit $1M ❑ N/A ®Yes ❑ No V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Agent of Alliant Insurance Services Broker of record for the City of Newport Beach 3/29/18 Date ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _ Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Approved: Risk Management " Subject to the terms of the contract. Date